AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 15th
day of May, 1999 (the "Agreement") is made by and among
XxxXxxxxxxxXxxx.xxx, Inc., a Nevada corporation
("TheInternetCorp"), the shares of which will be publicly traded,
0000 Xxxxxxx Xxx., Xxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx 00000 and
Xxxxx-Xxxxx.xxx, Inc., a closely held Florida corporation
("Cycle-Parts"), which is domiciled in Florida and its address is
0000 X.X. Xxxxxx Xxxx, Xxxxx X, Xxxxxxxxxxx, Xxxxxxx 00000.
WITNESSETH:
WHEREAS, TheInternetCorp desires to acquire one hundred
percent (100%) of all of the common stock of Cycle-Parts;
AND, WHEREAS, Cycle-Parts wishes to sell or exchange one hundred
percent (100%) of its shares to XxxXxxxxxxxXxxx.xxx,
NOW, THEREFORE, consideration of the mutual promises and
representations contained herein, the parties to this contract
agree as follows:
ARTICLE I
Exchange of Shares
1.1 Exchange of Shares. Subject to the terms and conditions of
this agreement, Cycle-Parts agrees to exchange ("the
Exchange")12,660,000 common shares, which represents all of its
outstanding shares of common stock, with the par value of $0.01,
to procure 12,660,000 shares of common stock of TheInternetCorp,
which shall then represent 99% of the issued, and outstanding
stock TheInternetCorp. For federal income tax purposes, the
Exchange is intended to constitute a reorganization within the
meaning of Section 368(a) of the Code. On the Effective Date, all
rights with respect to Cycle-Parts common stock under Cycle-Parts
Warrants that are then outstanding, if any, shall be converted
into TheInternetCorp warrants and become rights with respect to
TheInternetCorp common stock.
1.2 Effective Date. The Exchange shall become effective (the
"Effective Date") on the date the Articles of Share Exchange,
together with the Plan of Reorganization reflecting the Exchange,
shall be accepted for filing by the Secretary of State of Nevada
and the Secretary of State of Florida.
1.3 The Articles of Incorporation and Bylaws of TheInternetCorp
shall continue in effect on and after the Effective Date. The
Articles of Incorporation and Bylaws of Cycle-Parts shall
continue in effect on and after the Effective Date.
1.4 Dissenting Shares. Any shares of capital stock of Cycle-
Parts that, as of the Effective Date, are or may become
"dissenting shares" within the meaning of Section 607 of the
Florida Business Corporation Act shall not be converted into or
represent the right to receive TheInternetCorp common stock in
accordance with Article 1.1, and the holder or holders of such
shares shall be entitled only to such rights as may be granted to
such holder or holders under Section 607 of the Florida Business
Corporation Act. Cycle-Parts shall give TheInternetCorp prompt
notice of any written demand received by Cycle-Parts prior to the
Effective Date to require Cycle-Parts to purchase shares of
capital stock of Cycle-Parts pursuant to Section 607 of the
Florida Business Corporation Act and of any other demand, notice
or instrument delivered to Cycle-Parts prior to the Effective
Date, and the opportunity to participate in all negotiations and
proceedings with respect to any such demand, notice or
instrument. Cycle-Parts will comply with the relevant provisions
of Section 607 of the Florida Business Corporation Act.
ARTICLE II
Representations and Warranties of Cycle-Parts.
Cycle-Parts represents and warrants to TheInternetCorp that:
2.1 Organization. Cycle-Parts warrants that it is a corporation
duly organized, validly existing; and in good standing in the
State of Florida and has all of the necessary powers to own its
properties and to carry on its business as now owned and operated
by it in such States its business requires qualifications.
2.2 Capital. The authorized capital stock of Cycle-Parts is
comprised of 100,000,000 shares of common stock, par value $.01
per share (the "Cycle-Parts Stock"), of which 12,660,000 shares
are issued and outstanding. There currently are not, and at the
effective date and time of this Agreement, there shall not be any
outstanding subscriptions, options, rights, warrants, debentures,
or other instruments, convertible securities or other agreements
or commitments obligating Cycle-Parts to issue or transfer from
treasury any additional shares of its capital stock of any class,
except for the 2,000,000 warrants outstanding,
2.3 Subsidiaries. Cycle-Parts has no subsidiaries, nor does it
own any interest in any other enterprise, excepting those known
to TheInternetCorp.
2.4 Directors and Officers. The Board of Directors of
TheInternetCorp shall resign after the exchange of stock, and the
new Board appointed by Cycle-Parts, consisting of Xxxxx
Xxxxxxxxxxx, Xxxxxx X. Xxxxx and Xxxxx Xxxxxxxxx, shall be sworn
in.
2.5 Financial Statements. It is understood by the parties that
Cycle-Parts or any of its agents, servants or employees are not
making any representation with respect to any activity of any
other firm, person, or corporation. Cycle-Parts does however
represent and warrant that the information furnished by Cycle-
Parts, its agents, servants or employees for and on behalf of
TheInternetCorp by Cycle-Parts is true, correct and accurate.
2.6 Tax Returns. It is not yet necessary for Cycle-Parts to file
Federal, State or local tax returns required by law, nor is
Cycle-Parts required by law to pay any taxes, assessments and
penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by Cycle-Parts.
2.7 Trade Names and Rights. Cycle-Parts owns and holds all
necessary trademarks, service marks, trade names, copyrights,
patents, domain names and proprietary information, and other
rights necessary to do its business as now conducted or proposed
to be conducted.
2.8 Compliance with Laws. Cycle-Parts has complied with, and
is not in violation of any applicable Federal, State, or local
statutes, laws, and regulations affecting its properties or the
operation of its business.
2.9 Litigation. Cycle-Parts is not involved as a defendant or
plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of Cycle-Parts, would affect Cycle-Parts or its business, assets,
or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge
of Cycle-Parts, threatened against or affecting Cycle-Parts or
its business assets or financial condition. Cycle-Parts is not in
default with respect to any order, writ, injunction or decree of
any Federal, State, local/foreign court, department, agency, or
instrumentality applicable to it.
2.10 Authority. Cycle-Parts has authorized the execution of
this agreement and the consummation of the transaction
contemplated herein, and Cycle-Parts has full power and authority
to execute, deliver, and perform this agreement, and this
agreement is executed by one director so authorized by the board
of directors of Cycle-Parts, and is a legal, valid, and binding
obligation of Cycle-Parts, and is enforceable in accordance with
its terms and conditions, subject to shareholder approval as
stated in Article 2.15.
2.11 Ability to Carry Out Obligations. The execution and
delivery of this agreement by Cycle-Parts and the performance by
Cycle-Parts of its obligations hereunder in the time and manner
contemplated will not cause, constitute, or conflict with, or
result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which Cycle-Parts is a party, or
by which it may be bound, nor will any consents or authorizations
of any party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of Cycle-Parts, or, (c) an event that would result in
the creation or imposition of any lien, charge, encumbrance on
the asset of Cycle-Parts.
2.12 Full Disclosure. None of the representations and
warranties made by Cycle-Parts herein, or any exhibit,
certificate or memorandum furnished or to be furnished by Cycle-
Parts on behalf of Cycle-Parts, contains or will contain any
untrue statement of material fact, or omit any material fact, the
omission of which would be misleading, provided that the auditor
of Cycle-Parts financial statements shall be ultimately
responsible for certifying the truth and accuracy of Cycle-Parts'
audited financial statement.
2.13 Material Contracts. Cycle-Parts has no material contracts
to which it is a party or by which it is bound, other than those
known to the directors of Cycle-Parts and TheInternetCorp.
2.14 Securities. Cycle-Parts acknowledges that the Exchange
Shares shall be issued pursuant to an S-4 registration statement
filed under the Securities Act. No certificate representing such
shares shall bear a restrictive legend with respect to the
Securities Act, and such shares may be freely sold and
distributed under the Securities Act, except those shareholders
who are affiliates as defined under the Securities Act.
2.15 Shareholder Approval. Within five (5) days of the date of
SEC approval of the S-4 registration statement referred to in
Article 3.11, Cycle-Parts shall call, give notice of and convene
a meeting (the "Meeting") of its shareholders to consider and
vote upon the approval and adoption of the Exchange. The approval
and adoption of this Agreement and Plan of Reorganization by the
Board of Directors and the shareholders of Cycle-Parts is a
condition precedent to the undertaking and obligation of
TheInternetCorp to mail its definitive Proxy Statement.
Article III
Representations and Warranties of TheInternetCorp
TheInternetCorp warrants and represents to Cycle-Parts that:
3.1 Organization. TheInternetCorp is a corporation duly
organized, validly existing, and in good standing in the State of
Nevada, and TheInternetCorp warrants that it is a duly organized,
validly existing corporation, in good standing, and has all of
the necessary powers to own its properties and to carry on its
business as now owned and operated by it in such States its
business requires qualifications. TheInternetCorp warrants that
it has One (1) shareholder (of record and beneficially), that it
has filed its Form10-SB with the SEC, and that all necessary SEC
filings will have been made by TheInternetCorp.
3.2 Capital. The issued capital stock of TheInternetCorp is
1,000,000 shares. The authorized capital stock of TheInternetCorp
is comprised of 50,000,000 shares of common stock, $0.001 par
value per share (the "TheInternetCorp Stock"), of which
1,000,000 shares are issued and outstanding. In addition, it has
authorized but unissued 10,000,000 shares of $0.001 par value
Preferred Stock.
3.3 Subsidiaries. TheInternetCorp has no subsidiaries, nor does
it own any interest in any other enterprise, excepting those
known to Cycle-Parts.
3.4 Tax Returns. TheInternetCorp has filed all necessary
Federal, State and/or local tax returns required by law.
TheInternetCorp has paid and discharges all taxes, assessments
and penalties, and none are due and payable. There are no present
disputes as to taxes of any nature, payable by TheInternetCorp.
TheInternetCorp warrants that it does not owe any state or
federal withholding taxes.
3.5 Trade Names and Rights. TheInternetCorp owns and holds all
necessary trademarks, service marks, trade names, copyrights,
patents, and proprietary information, and other rights necessary
to do its business as now conducted or proposed to be conducted.
3.6 Compliance with Laws. TheInternetCorp has complied with,
and is not in violation of any applicable Federal, State, or
local statutes, laws, and regulations affecting its properties or
the operation of its business.
3.7 Litigation. TheInternetCorp is not involved as a defendant
or plaintiff in any suit, action, arbitration, or legal,
administrative or other proceeding, which to the best knowledge
of TheInternetCorp, that would affect TheInternetCorp or its
business, assets, or financial condition in a negative manner;
or, governmental investigation which is pending; or, to the best
of the knowledge of TheInternetCorp, threatened against or
affecting TheInternetCorp or its business assets or financial
condition. TheInternetCorp is not in default with respect to any
order, writ, injunction or decree of any Federal, State,
local/foreign court, department, agency, or instrumentality
applicable to it.
3.8 Authority. Xxxxxxx van den Brink is the owner of
1,000,000 shares of TheInternetCorp, has authorized the execution
of this agreement and the consummation of the transaction
contemplated herein, and that TheInternetCorp has full power and
authority to execute, deliver, and perform this agreement, and
this Agreement is executed by its one director so authorized by
the board of directors of TheInternetCorp, and is a legal, valid,
and binding obligation of TheInternetCorp, and is enforceable in
accordance with its terms and conditions.
3.9 Ability to Carry Out Obligations. The execution and
delivery of this agreement by TheInternetCorp and the performance
by TheInternetCorp of its obligations hereunder in the time and
manner contemplated will not cause, constitute, or conflict with,
or result in any of the following: (a) a breach or violation of
any provisions of or constitute a default under any license,
indenture, mortgage instrument, article of incorporation, bylaw,
other agreement or instrument to which Cycle-Parts is a party, or
by which it may be bound, nor will any consents or authorizations
of any Party other than those required, (b) any event that would
permit any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other
obligation of TheInternetCorp, or, (c) an event that would result
in the creation or imposition of any lien, charge, encumbrance on
the asset of TheInternetCorp.
3.10 Full Disclosure. None of the representations and warranties
made by TheInternetCorp herein, or any exhibit, certificate or
memorandum furnished or to be furnished by TheInternetCorp,
contains or will contain any untrue statement of material fact,
or omit any material fact, the omission of which would be
misleading.
3.11 Filing With SEC. Within ten business days following the
date of this Agreement, TheInternetCorp shall prepare and file
with the SEC under the Securities Act of 1933, a registration
statement on Form S-4 covering all shares of TheInternetCorp
Stock issuable as a consequence of the Exchange. Prior to such
filing, Cycle-Parts shall supply to TheInternetCorp, for
inclusion in the Initial Registration Statement, the Financial
Statements (as hereinafter defined). Concurrent with the filing
of the Initial Registration Statement, TheInternetCorp shall also
prepare and file with the SEC, a preliminary proxy statement (the
"Proxy Statement"; the Proxy Statement and the Initial
Registration Statement are collectively referred to as the
"Registration Statement") pertaining to the Exchange. Cycle-Parts
shall cooperate fully with TheInternetCorp in the preparation and
filing of the Registration Statement and any amendments and
supplements thereto. The Registration Statement shall not be
filed, and no amendment or supplement thereto shall be made by
TheInternetCorp, without prior consultation with and the consent
of Cycle-Parts, which consent shall not be unreasonably withheld
or delayed. As promptly as practicable but in no event later than
the Effective Date, TheInternetCorp shall prepare its Rule 15c-
211 disclosure document and have its proposed marketmaker file
Form 211 with the NASD asking permission to have the
TheInternetCorp Stock listed for trading on the OTC Bulletin
Board ("BB").
ARTICLE IV
Covenants Prior to and Subsequent to Closing
4. 1 Covenants Prior to and Subsequent to Closing. It is agreed
between the parties hereto that Cycle-Parts may visit the offices
of TheInternetCorp or TheInternetCorp may visit the offices of
Cycle-Parts to obtain copies of data contained in all currently
active files or current contracts and agreements of any and all
categories of business, with any company or person. Any and all
such data and documentation not previously released by Cycle-
Parts, and being currently in the possession of Cycle-Parts,
shall be delivered into hands of the officers of TheInternetCorp,
or to be delivered to an office of TheInternetCorp. Any and all
such data and documentation not previously released by
TheInternetCorp and necessary to this agreement, and being
currently in the possession of TheInternetCorp shall be delivered
into hands of the officers of Cycle-Parts, or to be delivered to
an office of Cycle-Parts. Such data and documentation shall
include all copies of files, documents, shareholders and
directors minutes, minute books/records, etc., at the earliest
possible time, on or after the effective date hereof.
ARTICLE V
Conditions Precedent to Performance by Parties
5.1 Conditions. Parties to this agreement and the obligations
hereunder shall be subject to the satisfaction at closing of all
the conditions set forth in Article II and Article III. The party
to whom a duty is owed or is owed an obligation of the other
party to this contract waive any or all of these conditions in
whole or in part, provided, however, that no such waiver of a
condition shall constitute a waiver by the party so making a
waiver of any other condition of, or any of said parties other
rights or remedies, at law or in equity, if either party is in
default of any of the representations, warranties or covenants
under this agreement.
5.2 Accuracy of Representations. Except as otherwise permitted
by this agreement, all representations and warranties by either
party in agreement or in any other written statement delivered to
the other under this agreement shall be true and accurate on and
as of the effective date as though made at this time.
5.3 Performance. The parties shall have performed, satisfied
and complied with all covenants, agreements and conditions
required by this agreement to be performed or complied with it on
or before the effective date.
5.4 Absence of Litigation. No action, suit, or proceeding
before any court or any governmental body or authority,
pertaining to the transaction contemplated by this agreement or
its consummation, shall have been instituted or threatened
against either Cycle-Parts or TheInternetCorp on or before the
effective date. No action, suit, or other proceeding before any
court or other governmental body or authority that could
jeopardize or put at risk of loss, the current assets of
TheInternetCorp or Cycle-Parts, shall have been instituted or
threatened against either on or before the effective date of this
agreement. TheInternetCorp and/or Cycle-Parts shall resolve in
its favor any dispute, action, or threatened legal action, from
any court or any governmental body, prior to the effective date
of this agreement, in the event any such action or so threat of
action should currently exist. Any dispute in which
TheInternetCorp or Cycle-Parts may have a part, any action, suit
or proceeding by any person, entity, court or governmental body
or authority against TheInternetCorp and/or Cycle-Parts left
unresolved on the effective date of this agreement, shall
immediately render this Agreement, on that date forever null and
void, without further notice from either TheInternetCorp or
Cycle-Parts.
ARTICLE VI
Miscellaneous
6.1 Termination Prior to Closing. (a) If the Closing has not
occurred by December 31, 1999, subject to a 30 day extension by
Xxxxx-Xxxxx.xxx, or any other extension as agreed by the parties
(the "Termination Date"), any of the parties hereto may terminate
this Agreement at any time thereafter by giving written notice of
termination to the other parties; provided, however, that no
party may terminate this Agreement if such party has willfully or
materially breached any of the terms and conditions hereof. Said
termination date may be extended or may be terminated prior to
the termination date only by written agreement of the parties
hereto.
(b) This Agreement may be canceled prior to the execution of the
above stated term in the event of the following events: By mutual
written agreement, in the event either party files for relief
under federal bankruptcy proceedings, in the event involuntary
bankruptcy proceedings are initiated against either party hereto
in the event of death, liquidation, physical or mental incapacity
of either party hereto, and, in the event of fraud or
misrepresentation by one of the parties hereto
6.2 Amendment or Modification. This Agreement shall represent
the entire agreement by and between the parties hereto except as
otherwise provided herein and it may not be changed except by
written agreement duly executed by all of the parties hereto.
6.3 Assignment. Neither party shall have the right to transfer
or assign his interest in this Agreement without the prior
written consent of the other party hereto, which consent shall
not be unreasonably withheld.
6.4 Corporate Authority. If any party hereto is a legal entity,
including but not limited to, an association, corporation, joint
venture, limited partnership, partnership, or trust such party
represents to the other that this agreement and the transactions
contemplated herein and the execution and delivery hereof have
been duly authorized by all necessary corporate partnership or
trust proceedings and actions including but without limitation to
the action on the part of the directors, officers and agents of
said entity. Furthermore, said party represents that appropriate
corporate meetings were held to authorize the aforementioned
obligations and certified copies of such corporate minutes and
corporate resolutions authorizing this transaction have been
delivered to all parties to this agreement prior to or at the
time of execution of this agreement.
6.5 Dispute or Contest: Attorney's Fees. In the unlikely event
that a dispute occurs or a cause of action in law or equity
arises out of the operation, construction, interpretation or
enforcement of this Agreement, the losing party shall bear the
cost of the attorneys fees incurred by the prevailing party ; and
any and all costs applicable thereto, including but not limited
to, court costs, deposition fees, out of pocket expenses and
travel expenses which are incurred by the prevailing party.
6.6 Dispute or Contest: Arbitration. In the unlikely event that
a dispute occurs applicable to the operation, construction,
interpretation or enforcement of this agreement, the parties
hereby agree to submit said dispute to a commercial arbitrator so
that the matter may be arbitrated in lieu of resolving said
dispute in a court of law or equity. The parties shall choose
an arbitrator from the American Arbitration Association pursuant
to the following process:
The parties shall request from the American Arbitration
Association a list of nine commercial arbitrators and each party,
assuming there are two parties to the agreement, shall have four
strikes and thereby strike from said list the arbitrators they do
not wish to use. The remaining arbitrator, the one that has not
been stricken, shall be the arbitrator that shall hear the
matter. The parties agree to follow the American Arbitration
Association rules, guidelines and procedures. The Arbitrator
shall set the matter for hearing; and shall control the
procedures used therein .The parties shall abide by the
arbitrator's decision, which shall be final and binding. The
parties hereto agree that there shall be no right to appeal the
arbitrator's decision. In the event the losing party refuses to
comply with the arbitrator's decision, parties hereby agrees to
an award of Five Thousand and No/100ths ($5,000.00) Dollars as
punitive and/or liquidated damages for said party's noncompliance
with the arbitrator's decision. Said party furthermore agrees to
reimburse the prevailing party, any and all attorneys fees, and
costs of litigation incurred in order to compel the losing
party's performance in compliance with the arbitrator's decision.
6.7 Confidential Information. The parties hereto agree that
the information and data at each other's disposal during the term
of the negotiation of this agreement, operation and enforcement
of this Agreement is considered proprietary information and
confidential. Such information if disseminated to third parties
would be detrimental to the owner of said proprietary data.
Accordingly, each party hereto agrees to take any and all
reasonable precautions to restrict the dissemination of such
information by its employees, agents or subcontractors. This
obligation shall continue notwithstanding the termination of this
Agreement for a period of five years from the effective date of
this agreement. During the term of this Agreement or any
extension thereto, neither party shall permit access by any non-
affiliated to said proprietary information without the other
party's written permission thereto.
6.8 Defense, Hold Harmless and Indemnity Clause. It is the
specific and express intent and the agreement of the parties
hereto that in the event one party hereto should cause, either
directly or indirectly, damage, loss, destruction, liability or
claims against the other party as a result of intentional
conduct, negligence or otherwise, said offending party shall hold
harmless and indemnify the other party from any and all
obligations, liabilities, cause of actions, law suits, damages,
assessments, including legal fees etc. as a result of said
offending party's intentional actions or negligence. This
indemnification clause shall survive this Agreement and be
enforceable as a separate agreement in the event necessary.
6.9 Force Majeure. Neither party shall be liable or responsible
to the other party for any delay, damage, loss, failure,
inability to perform caused by "force majeure." The term "force
majeure", as used in this agreement, shall mean an act of God,
strike, act of the public enemy, war, mines or other items of
ordinance, blockage, public rioting, lightning, fire, storm,
flood, explosions, inability to obtain materials, supplies, labor
permits, servitudes, rights of way, acts or restraints of any
governmental authority, epidemics, landslides, lightning storms,
earthquakes, floods, storms, washouts, arrests, restraints of
rulers and peoples, civil disturbances, explosions, breakage or
accident to machinery or lines of equipment, temporary failure of
equipment, freezing of equipment and any other cause whether of
the kinds specifically enumerated above or otherwise which are
not reasonably within the control of the parties hereto and which
by the exercise of due diligence could not be reasonably
prevented or overcome. Such causes or contingencies effecting the
performance of this agreement by any party hereto shall not
relieve such party of liability in the event of its concurring
negligence or in the event of its failure to remedy this
situation if it is within its reasonable control or it could
reasonably remove the cause which has prevented its performance.
The parties shall use all reasonable dispatch to remove all
contingencies effecting the performance of this agreement. This
clause shall not relieve any party from its obligations to make
payments of amounts then due for previous work; or obligations
contemplated and performed hereunder. Furthermore, the party
asserting this privilege shall give a full and complete notice of
the facts which it considers to excuse its performance under this
"force majeure" clause. The parties hereto agree in the event
time limits are not met under this agreement as a result of
"force majeure", to an extension of said time limit or deadline
for the number of days for which the "force majeure" condition
existed and after said force majeure condition has expired, the
contract shall continue under the same operations and
circumstances as existed prior to the "force majeure" event.
6.10 Further Assurances. Each party hereto further agrees that
it shall take any and all necessary steps, sign and execute any
and all necessary documents or documents which are required to
implement the terms of the agreement of the parties contained in
this contract, and each party shall refrain from taking any
action, either expressly or impliedly, which would have the
effect of prohibiting or hindering the performance of the other
party to this Agreement. This Agreement and exhibits attached
hereto and incorporated herein contain the entire agreement of
the parties, and there are no representations, inducements,
promises, agreements, arrangements, undertakings, oral or
written, between the parties hereto other than those expressly
set forth hereinabove and duly executed in writing. No agreement
of any kind shall be binding upon either party until the same has
been made in writing and duly executed by both parties hereto.
Upon execution of this agreement by all parties, all previous
agreements, contracts, arrangements or undertakings of any kind
relative to the matters contained herein are hereby canceled and
all claims and demands not contained in this agreement are deemed
fully completed and satisfied.
6.11 Independent Status. It is agreed and understood that any
work requested by the parties hereto shall be performed under the
terms of the Agreement and that all parties hereto are considered
independent contractors. Each party is interested only in the
results obtained hereunder and has the general right of
inspection and supervision in order to secure the satisfactory
completion of such work. Neither party shall have control over
the other party with respect to its hours, times, employment etc.
Under no circumstances shall either party hereto be deemed an
employee of the other, nor shall either party act as an agent of
the other party. Furthermore, the parties hereto warrant that all
obligations imposed on them by this Agreement shall be performed
with due diligence in a safe competent workmanlike manner and in
compliance with any and all applicable statutes, rules and
regulations. Any and all joint venture or partnership status is
hereby expressly denied and the parties expressly state that they
have not formed either expressly or impliedly a joint venture or
partnership.
6.12 Captions and Paragraph Headings. The captions, numbering
sequences, titles, paragraph headings and punctuational
organization used in this Agreement are for convenience only and
shall in no way define, limit or describe the scope or intent of
this agreement or any part thereof. The paragraph headings used
herein are descriptive only and shall have no legal force or
effect whatsoever other than to aid a reasonable interpretation
of the agreement. The titles to each of the various articles and
paragraphs are included for convenience or reference only and
shall have no effect on or be deemed as part of the text of this
Agreement. Use of pronouns such as the use of neuter, singular or
pronouns refer to the parties described herein and shall be
deemed a proper reference even though the parties may be an
individual, partnership, corporation, association, trust, group
of two or more individuals, partnerships, corporations or joint
venture. Any necessary grammatical changes required to make the
provisions of this Agreement apply in the plural sense where
there is more than one party to this Agreement and to either
corporations, associations, partnerships, trusts, individuals,
males or females, shall in all instances be assumed as though
each case were fully expressed. If any word, phrase, clause or
paragraph or other provision of this agreement is adjudicated or
otherwise found to be against public policy, void or
unenforceable, then said words or provisions shall be deleted or
modified in keeping with the express intent of the parties hereto
as necessary to render this Agreement valid and enforceable. All
such deletions or modifications shall be the minimum required to
effect the foregoing and the intent of the parties to this
Agreement.
6.13 Multiple Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute but one and
the same Agreement. In the event that a comparison of said
multiple agreements reveals that said Agreements contain
differences or inconsistencies, then the Agreement which is first
executed and signed by all of the parties hereto, shall be deemed
the original Agreement and all said other agreements, although
duly signed by the said parties, shall be deemed inferior and
subordinate to the aforesaid first signed Agreement.
6.14 Notices. Any and all notices or other communications
required or permitted to be even pursuant to this Agreement shall
be in writing and shall be considered as properly given if mailed
by certified, return receipt requested mail, postage prepaid and
addressed as follows:
To:
XxxXxxxxxxxXxxx.xxx, Inc.
0000 Xxxxxxx Xxx., Xxx. 000
Xxxxx Xxxx, XX 00000
Xxxxx-Xxxxx.Xxx, Inc.
0000 X.X. Xxxxxx Xxxx, Xxx. X,
Xxxxxxxxxxx, Xxxxxxx 00000
Either party hereby reserves the right to designate in writing to
the other party a change of address or other place that said
notices shall be sent to.
6.15 No Waiver. The failure or delay of either party in the
enforcement of the rights detailed herein shall not constitute a
waiver of said rights nor shall it be considered as a basis for
estoppel either at equity or at law. Such party may exercise its
rights herein despite said delay or failure to enforce said
rights at the time the cause of action or right or obligation
arose.
6.16 Parties Bound Clause. This Agreement shall be binding upon
and inure to the benefit to the parties hereto, their respective
heirs, executors, administrators, legal representatives,
successors and assigns. The parties hereto expressly agree that
in the event a party hereto seeks to or does transfer any and
all, or part of its assets to a separate entity, not a party to
this agreement, said entity shall be liable under this Agreement
as if said transfer had not occurred.
6.17 Severability. If any provisions of this agreement shall for
any reason be held violative of any applicable law, governmental
rule or regulation, or if said Agreement is held to be
unenforceable or unconscionable then the invalidity of such
specific provision herein shall not be held to invalidate the
remaining provisions of this Agreement. Such other provisions and
the entirety of this Agreement shall remain in full force and
effect unless the removal of said invalid provision destroys the
legitimate purposes of this Agreement in which event this
Agreement shall be null and void.
6.18 State Law and Venue Determination. This Agreement shall be
subject to and governed under the laws of the State of Florida.
Any and all obligations are performable and payable in Alachua
County, Florida. The parties hereto agree that venue for
purposes of any and all lawsuits, cause of actions, arbitrations
or other disputes shall be in Alachua County, Florida.
6.19 Status of Agreement and Prior Understandings. This
Agreement and the exhibits attached hereto and incorporated
herein, if any, contains the entire Agreement of the Parties and
there are no representations, inducements, promises, agreements,
arrangements or undertakings, oral or written between the Parties
hereto other than those set forth and duly executed in writing.
No agreement of any kind shall be binding upon either Party
unless and until the same has been made in writing and duly
executed by both Parties.
6.20 Time. Time is of the essence in this Agreement and,
accordingly, all time limits shall be strictly construed and
strictly enforced. Failure of one party to this Agreement to
meet a deadline imposed hereunder shall be considered a material
and significant breach of this Agreement and shall entitle the
non breaching party to any and all rights of default as stated
hereinabove.
6.21 Acceptance. This Agreement shall not be binding until it is
executed by both parties to this agreement.
6.22 Date of Effectiveness. This Agreement shall become
effective upon the execution of the same by all of the parties
hereto and all obligations contained herein shall be conclusive
and binding upon all of the parties hereto. Accordingly, this
Agreement shall no longer be considered executory as of the date
that all parties have affixed their signatures hereto.
6.23 Signatory Clause. This Agreement is signed, accepted and
agreed to by all parties hereto by and through the parties or
their agents or authorized representatives. All parties hereto
hereby acknowledge that they have read and understand this
Agreement and the attachments and/or exhibits hereto. All parties
further acknowledge that they have executed this legal document
voluntarily and of their own free will.
6.24 Public Disclosure. From and after the date hereof through
the Closing Date, TheInternetCorp shall not issue a press release
or any other public announcement with respect to the transactions
contemplated hereby without the prior consent of Xxxxx-Xxxxx.xxx,
which consent shall not be unreasonably withheld or delayed. It
is understood by Xxxxx-Xxxxx.xxx that TheInternetCorp is required
under the Exchange Act to make prompt disclosure of any material
transaction.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD
THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN
CHOICE, AND UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
Cycle Xxxxx.xxx, Inc.
By:/s/Xxxxxx Xxxx
Xxxxxx Xxxx, President
XxxXxxxxxxxXxxx.xxx, Inc.
By:/s/Xxxxxxx Van den Xxxxx
Xxxxxxx Van den Brink, President
