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EXHIBIT (6)b
PROFIL CDI MULTIMEDIA INC.
AND
AXYN CANADA CORPORATION
AND
AXYN CORPORATION
PURCHASE AGREEMENT
JH:dd
1999-06-30
File No. AXYN-90621
XXXX XXXXXXXXX
BARRISTER AND SOLICITOR
#000-000 XXXXXXXX XXXX
XXXXXX, XXXXXXX
X0X 0X0
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PURCHASE AGREEMENT
MEMORANDUM OF AGREEMENT in duplicate this 30th day of June, 1999.
BETWEEN: XXXXXX XXXXXXXXX, XXXXX XXXXXXXX, C.R.E. INC. AND 9013 7720
QUEBEC INC.
The shareholders of Profil CDI Multimedia Inc., a
company incorporated under the laws of Quebec
(hereinafter referred to as the "VENDORS")
OF THE FIRST PART
AND: AXYN CANADA CORPORATION
a company incorporated under the laws
of Ontario
(hereinafter referred to as the "PURCHASER")
OF THE SECOND PART
AND: AXYN CORPORATION
a company incorporated under the laws
of Colorado
(hereinafter referred to as the "AXYN")
OF THE THIRD PART
THIS AGREEMENT WITNESSES that for and in consideration of the mutual
covenants and agreements contained in this Agreement and other good and
valuable consideration (the receipt and sufficiency of which are
acknowledged), the parties covenant and agree as follows:
1. PURCHASE AND SALE OF SHARES
1.1 Purchase and Sale of Shares. Subject to the terms and conditions of this
Agreement, the Vendors agree to sell, assign and transfer to the
Purchaser and the Purchaser agrees to purchase from the Vendors as at
and from the close of business on June 30, 1999 (the "CLOSING DATE") 75
"A" category Shares that represents all of the issued and outstanding
common shares in the capital stock of Profil CDI Multimedia Inc. (the
"PURCHASED SHARES") and to convert all shareholder loans for the equity
in the Purchaser, as described in clause 2.1.
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2. PURCHASE PRICE AND PAYMENT
2.1 Purchase Price and Payment. The purchase price payable to the Vendors
for the Purchased Shares shall be satisfied as follows:
i. by the issuance on the Closing Date of 200,000 shares of the
Purchaser which shall be convertible one for one into an equal
number of shares of AXYN. As follows:
XXXXXX XXXXXXXXX 50,000 shares
XXXXX XXXXXXXX 50,000 shares
C.R.E. Inc. 50,000 shares
9013 7720 QUEBEC Inc. 50,000 shares
2.2 Share Restrictions. The Vendors acknowledge that they will be subject to
restrictions on the sale of shares of AXYN and the Purchaser, as the
case may be, in accordance with the laws of the United States and
Canada, the applicable securities regulations thereto and the terms of
this Agreement. The Shares issued to the Vendors shall bear such
restrictions on the face of the share certificates. The restrictions on
the transfer of the common shares issued by the Purchaser pursuant to
this Agreement shall be removed upon the Purchaser's compliance with
applicable securities regulations in the relevant jurisdiction and in
proportion to all other issued common shares of AXYN.
3. REPRESENTATIONS AND WARRANTIES.
3.1 Representations and Warranties of the Vendors. The Vendors represent and
warrant as follows to the Purchaser and acknowledges that the Purchaser
is relying on such representations and warranties in connection with the
purchase by it of the Purchased Shares:
a) Corporate Status. Profil CDI Multimedia Inc. (the "CORPORATION") is a
corporation duly incorporated and organized and validly subsisting in
good standing under the laws of the province of Quebec. The Corporation
has the corporate power, authority and capacity to own its property and
to carry on its business as now being conducted by it. No bankruptcy,
insolvency or receivership proceedings have been instituted or are
pending against the Corporation and the Corporation is able to satisfy
its liabilities as they become due.
b) Authorized and Issued Capital. The authorized capital of the Corporation
consists of an unlimited number of common shares of which 75 "A"
category shares have been validly issued to the Vendors and are
outstanding as fully paid and non-assessable (the "TOTAL SHARES"). No
shares, options, warrants or other rights for the purchase, subscription
or issuance of shares or other securities of the Corporation or
securities convertible into or exchangeable for shares of the
Corporation have been authorized or agreed to be issued or are
outstanding, which would have the effect of reducing the percentage
ownership represented
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by the Purchased Shares below 100%.
c) Purchased Shares. The Vendors are the legal and beneficial owners of the
Purchased Shares. On the Closing Date, the Purchaser shall acquire good
and marketable title to the Purchased Shares, free and clear of all
agreements, mortgages, liens, charges, pledges, hypothecs, security
interests, encumbrances or other rights or claims of others. The Total
Shares constitute all of the issued and outstanding shares in the
capital of the Corporation owned by the Vendors and there are no
restrictions on the transfer of the Purchased Shares except those set
forth in the constating documents of the Corporation.
d) No Other Agreements. No person, firm or corporation has any written or
oral agreement, option, understanding or commitment, or any right or
privilege capable of becoming an agreement, for the purchase from the
Vendors of any of the Total Shares.
e) Corporate Records. The corporate records and minute books of the
Corporation contain complete and accurate minutes of all meetings of and
copies of all by-laws and all resolutions passed by the directors and
shareholders of the Corporation since its incorporation. All such
meetings were duly called and held, all such by-laws and resolutions
were duly passed and the share certificate books, registers of
shareholders, registers of transfers and other corporate registers of
the Corporation are complete and accurate in all material respects.
f) Accurate Records. The books and records of the Corporation fairly and
correctly set out and disclose in all material respects, in accordance
with generally accepted accounting principles, the financial position of
the Corporation as at the date of this Agreement and all financial
transactions relating to the Corporation have been accurately recorded
in those books and records.
g) Financial Statements. The financial statements of the Corporation as at
June 30, 1999 (the "BALANCE SHEET DATE") and for the period then ended
have been prepared in accordance with generally accepted accounting
principles applied on a basis consistent with those of previous fiscal
years and are true and correct and present fairly the assets,
liabilities (whether accrued, absolute, contingent or otherwise) and the
financial condition of the Corporation as at the Balance Sheet Date, and
the sales and earnings of the Corporation during the period covered by
those financial statements.
h) Title to Assets. The Corporation has good and marketable title to all of
its properties and assets, free and clear of all mortgages, pledges,
charges, hypothecs, liens, title retention agreements, security
interests, encumbrances or rights of others of any kind or character,
other than those disclosed on the balance sheet of the Corporation.
i) Undisclosed Liabilities. The Corporation has no liabilities (whether
accrued, absolute, contingent or otherwise) of any kind except
liabilities incurred in the ordinary course of business since the
Balance Sheet Date which are not inconsistent with past practice, and
are not, in the aggregate, material and adverse to the business,
properties, assets, financial condition or results of
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operation of the Corporation.
j) No Loans. After the Closing Date, no loans by the Corporation or other
indebtedness due to the Corporation shall be outstanding (other than the
normal salaries, bonuses, fringe benefits and the obligation to
reimburse for expenses incurred on behalf of the Corporation in the
normal course of employment) from the Vendors or from any person or
corporation not dealing at arm's length or who is affiliated (as those
terms are used in the INCOME TAX ACT (Canada)) with the Vendors.
k) Tax Returns. The Corporation has duly filed all tax returns required to
be filed by it (including all information returns as to which non-filing
or late filing could result in interest or penalties), has made complete
and accurate disclosure in such returns and has duly paid all taxes due
from it to federal, provincial or local taxing authorities, including,
without limitation, those due in respect of its properties, income,
capital, sales, use of property and payroll. The Corporation has also
paid all assessments and reassessments and all other taxes, governmental
charges, penalties, interest and fines due and payable by the
Corporation up to the date of this Agreement. The Corporation has made
adequate provision for and will have sufficient cash on hand to satisfy
any taxes which are payable during the current fiscal period for which
tax returns are not yet required to be filed. There are no agreements,
waivers or other arrangements providing for an extension of time with
respect to the assessment or reassessment of income tax or the filing of
any tax return by, or payment of any tax by, or levying of any
governmental charge against the Corporation. There are no actions,
audits, assessments, reassessments, suits, proceedings, investigations
or claims now threatened or pending against the Corporation in respect
of taxes or governmental charges or any matters under discussion with
any governmental authority relating to taxes or governmental charges
asserted by any such authority. The Corporation has withheld from each
payment made by it the amount of all taxes and other deductions required
to be withheld from it and has paid the same to the proper taxing or
other authority within the time prescribed under any applicable
legislation or regulation.
l) Ordinary Course. Since the Balance Sheet Date:
i. the Corporation has not carried on any business, other than its
ordinary continuing business;
ii. no capital expenditures have been made or authorized by the
Corporation;
iii. there has been no change in the affairs, business, prospects,
operations or condition of the Corporation, financial or
otherwise;
iv. the Corporation has not transferred, assigned, sold or otherwise
disposed of any of its property or assets other than those
disclosed in writing to the Purchaser;
v. the Corporation has not suffered an extraordinary loss nor
waived any rights of material value nor entered into any
material commitment or transaction;
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vi. the Corporation has not declared or paid any dividends or
declared or made any other distribution on any of its securities
or shares, and has not, directly or indirectly, redeemed,
purchased or otherwise acquired any of its securities or shares
or agreed to do so except as disclosed in writing and agreed to
by the Purchaser;
vii. the Corporation has not incurred or assumed any obligation or
liability (fixed or contingent), except secured and unsecured
current obligations and liabilities, particulars of which have
been disclosed in writing to the Purchaser or its
representatives; or
viii. the Corporation has not amended or changed or taken any action
to amend or change its constating documents.
m) Non-Arm's Length Transactions. The Corporation has not entered into any
contracts, agreements, options or arrangements or incurred or assumed
any obligation or liability (whether fixed or contingent) with, on
behalf of or with respect to the Vendors or any other non-arm's length
person or any affiliate of the Vendors (as those terms are defined in
the INCOME TAX ACT (Canada)), whether jointly or severally.
n) Material Contracts. The Corporation is not a party to nor bound by any
material agreement, contract or commitment, whether written or oral, of
any nature or kind whatsoever, other than those disclosed on Schedule 4.
The Corporation is not in default or breach of any agreement, contract
or commitment and there exists no state of facts which after notice or
lapse of time or both would constitute a default or breach and all
agreements, contracts or commitments are now in good standing and in
full force and effect without amendment and the Corporation is entitled
to all benefits under them.
o) Leases. The Corporation is not a party to any lease of real property or
agreement in the nature of a lease, whether as lessor or lessee, other
than those disclosed on Schedule 5.
p) Consents. There are no consents, authorizations, licenses, franchise
agreements, permits, approvals or orders of any person or government
required to permit the Vendors to complete the transactions contemplated
by this Agreement.
q) No Breaches of Charter or Other Agreements. Neither the Vendors nor the
Corporation are a party to, bound or affected by or subject to any
indenture, mortgage, lease, agreement, instrument, statute, regulation,
arbitration award, charter or by-law provisions, order or judgement
which would be violated, contravened, breached by or under which any
default would occur as a result of the execution and delivery of this
Agreement or the consummation of the transactions contemplated by it or
which might prevent or interfere with the use of the Corporation's
assets or which may limit or restrict or otherwise adversely affect the
Corporation's business, properties, assets or financial condition. The
entering into of this Agreement and the consummation of the transactions
contemplated in it will not:
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(I) give rise to any right of acceleration by any person in respect
of any indebtedness or other obligation of the Corporation; or
(II) result in the loss of any rights, privileges or advantages
presently enjoyed by the Corporation.
(r) No Actions. There is no suit, action, litigation, arbitration,
proceeding or governmental proceeding, including appeals and
applications for review, in progress, pending or threatened against or
involving the Corporation or relating to the Total Shares (collectively
referred to as "actions") and the Vendors are not aware of any existing
ground on which any actions might be commenced with any reasonable
likelihood of success. There is not presently outstanding any judgement,
decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator (collectively referred
to as "judgements")against the Corporation or which would affect the
Vendors' ability to sell the Purchased Shares as provided in this
Agreement other than those actions or judgements disclosed on Schedule
6.
s) Powers of Attorney. No person has any tax or other power of attorney
from the Corporation with respect to any matter.
t) Guarantees. The Corporation has not given nor agreed to give nor is it a
party to or bound by any guarantee, indemnification, surety or other
similar obligation.
u) Corporate Authorization. The completion of the transaction contemplated
in this Agreement has been duly and validly authorized by all necessary
corporate action on the part of the Corporation and on the part of any
corporate Vendors.
v) Residency. The Vendors are not a non-resident of Canada within the
meaning of the INCOME TAX ACT (Canada).
w) Subsidiaries. The Corporation does not own shares in any other
corporation and has not agreed to acquire any shares in the capital of
any other corporation or to acquire or lease or invest, directly or
indirectly, in any other business operation.
x) Securities Legislation. The sale of the Purchased Shares by the Vendors
to the Purchaser will be made in compliance with all applicable
securities legislation.
y) Enforceability of Obligations. This Agreement constitutes a valid and
binding obligation of the Vendors enforceable against them in accordance
with its terms, provided that enforcement may be limited by bankruptcy,
insolvency, liquidation, reorganization, reconstruction and other
similar laws generally affecting creditors' rights and that equitable
remedies such as specific performance and injunction are in the
discretion of the Court from which they are sought.
z) Family Law Act. No order has been given under the FAMILY LAW ACT -
QUEBEC nor is there any application pending under that Act by the spouse
of Xxxxxx Xxxxxx or does affect the Purchased Shares in any manner.
aa) No Relevant Information. None of the representations and warranties in
this section 3.1 contains any untrue statement of material fact or omits
to state any material fact necessary to make any representation or
warranty not misleading to a prospective purchaser of the Purchased
Shares seeking full information
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concerning the matters which are the subject of those representations
and warranties.
3.2 Representations and Warranties of the Purchaser. The Purchaser and AXYN
represent and warrant as follows to the Vendors and acknowledge that the
Vendors are relying on such representations and warranties in connection
with the sale of the Purchased Shares:
a) Corporate Status. The Purchaser is a corporation duly continued and
organized and validly subsisting in good standing under the laws of
Ontario. The Purchaser has the corporate power, authority and capacity
to own its property and to carry on its business as now being conducted
by it. No bankruptcy, insolvency or receivership proceedings have been
instituted or are pending against the Purchaser and the Purchaser is
able to satisfy its liabilities as they become due.
b) Corporate Authorization. The completion of the transactions contemplated
by this Agreement shall be duly and validly authorized by all necessary
corporate and other action of the Purchaser and AXYN prior to the
Closing Date.
c) Enforceability of Obligations. This Agreement constitutes a valid and
binding obligation of the Purchaser enforceable against it in accordance
with its terms, provided that enforcement may be limited by bankruptcy,
insolvency, liquidation, reorganization, reconstruction and other
similar laws generally affecting creditors' rights and that equitable
remedies such as specific performance and injunction are in the
discretion of the Court from which they are sought.
d) Issue Capital. Effective as of the Closing Date contemplated by this
agreement, the Shares issued to the Vendors on the Closing Date pursuant
to Section 2.1 hereof shall be duly and validly issued and outstanding
as fully paid and non-assessable shares of the Purchaser and will have
been issued in full compliance with and all applicable securities
legislation.
4. COVENANTS
4.1 Covenants of the Vendors. Unless otherwise permitted, on or before the
Closing Date, the Vendors covenant and agree with the Purchaser as
follows:
a) Non-Arm's Length Payables and Receivables. The Corporation shall have
satisfied or caused to be satisfied all amounts owed by the Vendors to
the Corporation in accordance with Section 3.1(j) of this Agreement.
b) Actions to Satisfy Closing Conditions. The Vendors shall diligently take
all actions and do all things necessary to ensure compliance with the
conditions set forth in section 6.1 of this Agreement.
c) Transfer of Purchased Shares. The Vendors shall take, and will cause the
Corporation to take, all necessary steps and proceedings as approved by
counsel for the Purchaser to permit the Purchased Shares to be duly and
validly transferred to the Purchaser.
d) Resignation of Directors and Officers. The Vendors shall resign as a
Director and Officer of the Corporation at a time specified by the
Purchaser.
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e) Releases. The Vendors shall cause to be executed and delivered to the
Purchaser at the Closing Date a release in the form attached to this
Agreement as Schedule 2.
f) Tax Returns. Within 90 days of the Closing Date, the Vendors shall cause
the Corporation to duly and timely file all financial, securities and
tax returns required to be filed since the Balance Sheet Date and
promptly pay all taxes, assessments and governmental charges shown on
those tax returns to be due and payable and shall cause the Corporation
not to enter into any agreement, waiver or other arrangement providing
for an extension of time with respect to the filing of a tax return or
the payment or assessment of any tax or governmental charge.
g) Employment and Non-Compete Agreements. The Vendors shall ensure that the
employees of Profil CDI Multimedia Inc. shall enter into consulting and
non-compete agreements with the Purchaser in accordance with Section
8.1(e) of this Agreement.
h) Employee Agreements. The Vendors shall ensure that all key employees of
the Corporation, as determined by the Purchaser, to enter into
employment and non-compete agreements with the Purchaser.
4.2 Covenants of the Purchaser and AXYN. The Purchaser and AXYN covenant and
agree with the Vendors as follows:
a) Release. The Purchaser shall cause to be executed and delivered to the
Vendors at the Closing Date a release in the form attached to this
Agreement as Schedule 3.
b) Issuance of Shares. The Purchaser shall issue the shares set out in
Section 2.1 to the Vendors.
5. CONDITIONS
5.1 Conditions for the Benefit of the Purchaser. The purchase and sale of
the Purchased Shares is subject to the following terms and conditions
for the exclusive benefit of the Purchaser to be fulfilled or performed
at or prior to the times specified in this section:
a) Covenants and Warranties. The covenants, representations and warranties
of the Vendors contained in this Agreement or in any other document
delivered pursuant to it shall be true and correct as of the Closing
Date with the same force and effect as if such covenants,
representations and warranties had been made on and as of that date.
b) Compliance. The Vendors shall have performed or complied with all
covenants and agreements in this Agreement to be performed or caused to
be performed or complied with by them prior to the time specified in
this Agreement for performance or compliance.
c) No Changes. On the Closing Date, there shall have been no material
adverse change in the properties, assets, liabilities, affairs,
financial condition or
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prospects of the Corporation from that shown on or reflected in the
financial statements attached to in this Agreement as Schedule 1, except
as otherwise disclosed in this Agreement. The title of the Vendors to
the Purchased Shares and all other matters in the opinion of the
Purchaser's counsel which are material in connection with the
transactions contemplated in this Agreement shall be subject to the
favourable opinion of that counsel.
d) No Actions. On the Closing Date, no action or proceeding in Canada or
the United States by law or in equity shall be existing or threatened by
any person, company, firm, governmental authority, regulatory body or
agency to enjoin, restrict or prohibit the purchase and sale of the
Purchased Shares contemplated by this Agreement.
e) Consents. On or before the Closing Date, there shall have been obtained
from all appropriate federal, provincial, municipal or other
governmental, non-governmental or administrative bodies all such
approvals, licences and consents in form and terms satisfactory to the
Purchaser as may be required in order to permit the implementation of
the transactions contemplated in this Agreement without affecting or
resulting in the cancellation or termination of any licence or permit
required in the conduct of the Corporation's business.
f) Closing Deliveries. The Vendors shall deliver to the Purchaser on the
Closing Date those items set forth in section 8.1 of this Agreement in
form and content satisfactory to the Purchaser and its counsel.
g) Change of Control Filing. The Vendors shall prepare at their expense to
be filed within the time period prescribed by the INCOME TAX ACT
(Canada) and any other applicable legislation, all tax returns and tax
filings required to be made by the Corporation consequent upon the
acquisition of control of the Corporation by the Purchaser, within 90
days of the Closing Date in accordance with section 4.1(f) of this
Agreement.
If any of the foregoing conditions is not fulfilled or performed as at the
Closing Date unless otherwise specified in this section to the satisfaction of
the Purchaser, the Purchaser may:
a) give notice thereof to the Vendors, whereupon this Agreement shall be
terminated and each of the parties shall be released from all of its
obligations under it without further liability whatsoever and the
Vendors shall return all payments received up to the date thereof,
whether such payments be in the form of cash or shares; or
b) waive compliance with any of these conditions in whole or in part if it
sees fit to do so without prejudice to any of its rights of termination
in the event of non-performance of any other condition in whole or in
part, provided that any waiver shall be binding upon the Purchaser only
if it is in writing; or
c) require the Vendors to indemnify the Purchaser in respect of any costs
incurred in fulfilling or performing the conditions outlined in this
Section.
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5.2 Conditions for the Benefit of the Vendors. The purchase and sale of the
Purchased Shares is subject to the following terms and conditions for
the exclusive benefit of the Vendors to be fulfilled or performed at or
prior to the times specified in this section:
a) Covenants and Warranties. The covenants, representations and warranties
of the Purchaser and AXYN contained in this Agreement or in any other
document delivered pursuant to it shall be true and correct as of the
Closing Date with the same force and effect as if such covenants,
representations and warranties had been made on and as of that date.
b) Compliance. The Purchaser and AXYN shall have performed or complied with
all covenants and agreements in this Agreement to be performed or caused
to be performed or complied with by it prior to the time specified in
this Agreement for performance or compliance.
6. INDEMNIFICATION AND SET-OFF
6.1 Indemnification of Purchaser. The Vendors covenant and agree to
indemnify and save harmless the Purchaser of and from any costs
whatsoever arising out of or pursuant to:
a) any reassessment for income, sales, excise, corporate or other tax of
the Corporation (and all interest or penalties relating to it) for any
period up to and including the Closing Date;
b) all judgements and awards against the Corporation, including all
interest and penalties, in consequence of any action, suit or
proceeding, whether or not disclosed to the Purchaser and whether or not
commenced after the Closing Date, if based upon any acts or omissions or
other circumstances which occurred or arose prior to the Closing Date;
c) any loss, costs and expenses suffered by the Purchaser as a result of
any breach of any representation, warranty or covenant on the part of
the Vendors contained in this Agreement or in any schedule to it; and
d) all claims, demands, costs and expenses, including all reasonable legal,
audit and other professional fees, incurred in respect of any of the
foregoing.
6.2 Indemnification of Vendors. The Purchaser and Axyn covenant and agree to
indemnify and save harmless the Vendors of and from any loss whatsoever
arising out of or pursuant to:
a) any loss, costs and expenses suffered by the Vendors as a result of any
breach of any representation, warranty or covenant on the part of the
Purchaser; and
b) all claims, demands, costs and expenses, including all reasonable legal,
audit and other professional fees, incurred in respect of any of the
foregoing.
6.3 Right of Set Off. The Purchaser shall have the right to satisfy any
amount from time to time owing by them to the Vendors, including amounts
payable under the employment agreement, royalty payments or other
payments owing to the
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Vendors by way of set off against any amount owing from time to time by
the Vendors to the Purchaser, arising out of this Agreement.
7. SURVIVAL OF CONDITIONS, COVENANTS, REPRESENTATIONS AND WARRANTIES
7.1 Survival. The conditions, covenants, representations and warranties of
the parties to this Agreement or in any certificates or documents
delivered pursuant to it or in connection with the transactions
contemplated in it and the rights of Indemnification and set off set out
in Section 6 of this Agreement shall continue in full force and effect
after the Closing Date, and shall not merge for a period of three (3)
years from the Closing Date, except for the representations contained in
Section 3.1(k) and 3.1(aa) and the covenants contained in Section 4.1(f)
which shall not merge for a period of five (5) years from the Closing
Date.
8. CLOSING ARRANGEMENTS
8.1 Deliveries. On or before the Closing Date and upon fulfilment of all of
the conditions in this Agreement which have not been waived by the
Purchaser, the Vendors shall deliver to the Purchaser:
a) certificates representing the Purchased Shares duly endorsed in blank
for transfer or accompanied by a duly executed stock transfer power;
b) all necessary directors' and shareholders' resolutions of the
Corporation consenting to and authorizing the sale of the Purchased
Shares;
(c) a certificate of status for the Corporation dated a current date;
(d) release of the Vendors outlined in the form attached as Schedule 2;
(e) consulting and non-competition agreements for the Vendors;
(f) such further and other documents as the Purchaser's counsel may consider
reasonably necessary or advisable to implement the transactions
contemplated in this Agreement.
8.2 On or before the Closing Date and upon fulfilment of all of the
conditions in this Agreement which have not been waived by the Vendors,
the Purchaser shall deliver to the Vendors:
(b) share certificates representing the shares of the Purchaser in
accordance with section 2.1 of this Agreement;
(c) copies of all necessary directors' resolutions of AXYN authorizing the
issuance of the Shares;
(d) a certificate of status for the Purchaser dated a current date;
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8.3 Place of Closing. The closing shall take place at Ottawa on the Closing
Date at the offices of the Corporation.
9. GENERAL MATTERS
9.1 Schedules. The following are the schedules attached to and incorporated
in this Agreement by reference and deemed to be part of this Agreement:
Schedule 1 - June 30, 1999 Financial Statements
Schedule 2 - Release of the Vendors
Schedule 3 - Release of Purchaser
Schedule 4 - Material Contracts
Schedule 5 - Leases
Schedule 6 - Actions against Corporation
9.2 Currency. All dollar amounts referred to in this agreement are in
Canadian funds unless otherwise specified.
9.3 Entire Agreement. This Agreement, including the schedules to it,
together with the agreements and other documents to be delivered
pursuant to it, constitute the entire agreement between the parties
pertaining to the subject matter of this Agreement and supersede all
prior agreements, understandings, negotiations and discussions, whether
written or oral, of the parties, and there are no warranties,
representations or other agreements between the parties in connection
with the subject matter of it. No amendment, modification, waiver or
termination of this Agreement shall be binding unless executed in
writing by the party to be bound by it. No waiver of any provision of
this Agreement shall be deemed to constitute a waiver of any other
provision (whether or not similar) nor shall that waiver constitute a
continuing waiver unless expressly provided.
9.4 Governing Laws. This Agreement shall be construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable in it
and shall be treated in all respects as an Ontario contract. The parties
attorn to the exclusive jurisdiction of the courts of the Province of
Ontario with respect to any matter arising under this Agreement or any
of the schedules or documents to be entered into or delivered pursuant
to it.
9.5 Expenses. Unless otherwise specified herein, all costs and expenses
(including, without limitation, the fees and disbursements of legal
counsel) incurred in connection with this Agreement and the transactions
contemplated by it shall be paid by the party incurring the cost or
expense.
9.6 Notices. Any notice or other writing required or permitted to be given
under this Agreement may be delivered personally or sent by prepaid
registered mail or transmitted by telex, facsimile or other form of
recorded telecommunication transmission:
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(a) to the Vendors at:
0000 Xxxxxxxxx Xxxxxxxxxxx, Xxxx 000
Xxxxxx Xxxx, Xxxxxx X0X 0X0
PH: 000-000-0000 FAX: 000-000-0000
(b) to the Purchaser and AXYN at:
000-000 Xxxxxxxx Xxxx
Xxxxxx, Xxxxxxx X0X 0X0
PH: 000-000-0000 Fax: 000-000-0000
or at such other address as the parties may from time to time deliver
pursuant to this section. Any notice delivered or transmitted by telex,
facsimile or other form of recorded telecommunication shall be deemed to
be given and received on the date of its delivery or transmission, as
the case may be, provided that such day is not a Saturday, Sunday or
statutory holiday. Any notice mailed shall be deemed to have been given
and received on the third business day following the date of its
mailing.
9.7 Further Assurances. The parties shall with diligence do all things and
provide all such assurances as may be required to consummate the
transactions contemplated by this Agreement, and each party shall
provide such further documents or instruments required by any other
party as may be reasonably necessary or desirable to effect the purpose
of this Agreement and carry out its provisions, whether before or after
the Closing Date.
9.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed
to be an original of this Agreement and fully binding upon the signatory
to it, but all counterparts shall together constitute one and the same
instrument.
9.9 Time of Essence. Time shall be of the essence of this Agreement.
9.10 Language. The parties hereto have agreed that this document be drawn up
in the English language. Les parties presentes ont convenu que ce
document soit redige en anglais.
9.11 Successors and Assigns. This Agreement shall enure to the benefit of and
be binding upon the parties to it and their respective heirs,
successors, executors, administrators and assigns, as applicable. This
Agreement may not be assigned or transferred by the Vendors without the
prior written consent of the Purchaser, such consent not to be
unreasonably withheld.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the day, month
and year first above written.
AXYN CANADA CORPORATION
PER _________________________c/s
PER _________________________c/s
AXYN CORPORATION
PER _________________________c/s
PER _________________________c/s
SIGNED SEALED AND DELIVERED
in the presence of
)
__________________________________ )___________________________________
WITNESS ) XXXXXX XXXXXXXXX - VENDOR
)
__________________________________ )___________________________________
WITNESS ) XXXXX XXXXXXXX - VENDOR
)
__________________________________ )___________________________________
WITNESS ) C.R.E. INC. - VENDOR
)
__________________________________ )___________________________________
WITNESS ) 9013 7720 QUEBEC INC. - VENDOR
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SCHEDULE 1
FINANCIAL STATEMENTS OF THE CORPORATION
JUNE 30, 1999
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SCHEDULE 2
RELEASE
TO: AXYN Canada Corporation and AXYN Corporation (the "Purchaser")
AND TO: PROFIL CDI MULTIMEDIA INC. (the "Corporation")
RE: AXYN Canada Corporation purchase of all of the issued and outstanding
shares in the capital of the Corporation
In consideration of the sum of One Dollar ($1.00) and of other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the undersigned hereby remises, releases and forever discharges
the Purchaser and the Corporation from all manner of actions, causes of action,
suits, debts, dues, accounts, bonds, covenants, contracts, claims or demands
whatsoever which the undersigned may now have or hereafter can have, against the
Purchaser or the Corporation existing up to the date of this release, including
by virtue of them being or ceasing to be an officer, director, employee or
contractor of the Corporation as the case may be, provided that nothing herein
contained shall be construed so as to release the Purchaser from its obligations
and covenants arising out of or in respect of a Purchase Agreement made the 30th
day of June, 1999 in respect of the sale by the undersigned to the Purchaser of
all of the issued and outstanding shares in the capital of the Corporation or
any documents delivered pursuant to such agreement.
DATED at Ottawa this 30th day of June, 1999.
PROFIL CDI MULTIMEDIA INC.
____________________________________
Per: XXXXXX XXXXXXXXX
____________________________________
Per: XXXXX XXXXXXXX
____________________________________
Per: C.R.E. INC.
____________________________________
Per: 9013 7720 QUEBEC INC.
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SCHEDULE 3
RELEASE
TO: XXXXXX XXXXXXXXX, XXXXX XXXXXXXX, C.R.E. Inc. and 9013 7720 QUEBEC Inc.
("VENDORS")
RE: AXYN Canada Corporation purchase of all of the issued and outstanding
shares in the capital of Profil CDI Multimedia Inc. (the "Corporation")
In consideration of the sum of One Dollar ($1.00) and of other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the undersigned hereby remises, releases and forever discharges
VENDORS of and from all manner of actions, causes of action, suits, debts, dues,
accounts, bonds, covenants, contracts, claims or demands whatsoever which the
undersigned may now have or hereafter can have, against the VENDORS existing up
to the date of this release, by virtue of them being an officer, director,
employee or contractor of the Corporation as the case may be, except those
actions, causes of action, suits, debts, dues, accounts, bonds, covenants,
contracts, claims or demands arising from the terms of the Purchase Agreement
between the parties dated June 30th, 1999.
DATED at Ottawa this 30th day of June, 1999.
AXYN Canada Corporation
Per: ____________________________c/s
Per: ____________________________c/s
AXYN Corporation
Per: ____________________________c/s
Per: ____________________________c/s
PROFIL CDI MULTIMEDIA INC.
____________________________________
Per: XXXXXX XXXXXXXXX
____________________________________
Per: XXXXX XXXXXXXX
____________________________________
Per: C.R.E. INC.
____________________________________
Per: 9013 7720 QUEBEC INC.
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SCHEDULE 4
MATERIAL CONTRACTS
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SCHEDULE 5
LEASES
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SCHEDULE 6
ACTIONS OR JUDGMENTS AGAINST CORPORATION
