PURCHASE AGREEMENT
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THIS PURCHASE AGREEMENT ("Agreement") is made as of the 1st day of April, 2001, by and between Xxxxxxx X. Xxxx ("Seller") and Xxxxxxx Xxxxxx, LLC, a Nevada limited liability company ("Buyer").
RECITALS
A. Seller is the sole member of Kevyn, LLC, a Nevada limited liability company ("the Company"), and owns a 100% member's interest in the Company, which includes the right to all profit and loss, capital and distributions of the Company (the "Interest").
B. Seller and Buyer have reached an agreement for the sale by Seller and the purchase by Buyer of the Interest on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and representations hereinafter contained, and subject to the conditions hereinafter set forth, it is agreed as follows:
1. Sale and Transfer of Interest. Subject to the terms and conditions set forth in this Agreement, Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases from Seller, the Interest for consideration of ten million thirty-five thousand dollars ($10,035,000.00) (the "Purchase Price").
2. Releases and Membership. Seller hereby releases and relinquishes any and all right, title and interest which Seller now has in the Interest and Buyer hereby accepts the transfer and assignment of the Interest and, as a Member of the Company, agrees to be bound by the terms and provisions of, to be subject to all rights, restrictions and liabilities of the Seller set forth in, and to assume all obligations of a Member under, the Articles of Organization and applicable Nevada law.
3. Deliveries. With this Agreement, Seller is delivering to Buyer Membership Certificate No. 1, representing the Interest, for cancellation and an Assignment of Membership Interest (the "Assignment") duly executed by Seller, and Buyer hereby delivers to Seller the Purchase Price.
4. Representation. Seller represents and warrants to Buyer that Seller owns the Interest, free and clear of any mortgage, lien, pledge, charge, or security interest, or any option or right of first refusal requiring the Seller to sell the Interest to a third party.
5. Securities Laws. Buyer understands and hereby acknowledges that the Interest is not registered under the Securities Act of 1933 (the "Act") or under the securities laws of any state of the United States, and must be held indefinitely unless it so registered or an exemption from regulation is available. Buyer is acquiring the Interest for Buyer's own account as principal, for investment and not with a view to, or for resale in connection with, any distribution of the Interest within the meaning of the Act.
6. Miscellaneous.
(a) Notices. Any and all notices or demands by any party hereto to any other party, required or desired to be given hereunder shall be in writing and shall be validly given or made if served personally, delivered by a nationally recognized overnight courier service or if deposited in the United States Mail, certified, return receipt requested, postage prepaid, addressed as follows:
If to Buyer:
Xxxxxxx
Xxxxxx, LLC
Attention: Xxxx X. Xxxxxxxxxx, General Counsel
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
If to Seller:
Xxxxxxx
X. Xxxx
Xxx Xxxxxx Xxxxx Xxxxx
Xxxxx Xxx Xxxxx, XX 00000
Any party hereto may change his or its address for the purpose of receiving notices or demands as hereinabove provided by a written notice given in the manner aforesaid to the other party. All notices shall be as specific as reasonably necessary to enable the party receiving the same to respond thereto.
(b) Governing Law. The laws of the State of Nevada applicable to contracts made in that State, without giving effect to its conflict of law rules, shall govern the validity, construction, performance and effect of this Agreement.
(c) Consent to Jurisdiction. Each party hereto consents to the jurisdiction of the Courts of the State of Nevada in the event any action is brought for declaratory relief or enforcement of any of the terms and provisions of this Agreement.
(d) Attorneys' Fees. In the event that any action or proceeding is instituted to interpret or enforce the terms and provisions of this Agreement, however, the prevailing party shall be entitled to its costs and attorneys' fees, in addition to any other relief it may obtain or be entitled to.
(e) Interpretation. In the interpretation of this Agreement, the singular may be read as the plural, and vice versa, the neuter gender as the masculine or feminine, and vice versa, and the future tense as the past or present, and vice versa, all interchangeably as the context may require in order to fully effectuate the intent of the parties and the transactions contemplated herein. Syntax shall yield to the substance of the terms and provisions hereof. Paragraph headings are for convenience of reference only and shall not be used in the interpretation of the Agreement.
(f) Entire Agreement. This Agreement sets forth the entire understanding of the parties, and supersedes all previous agreements, negotiations, memoranda, and understandings, whether written or oral. In the event of any conflict between any exhibits or schedules attached hereto, this Agreement shall control.
(g) Modifications. This Agreement shall not be modified, amended or changed in any manner unless in writing executed by each of the parties hereto.
(h) Waivers. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver, and no waiver shall be binding unless evidenced by an instrument in writing and executed by the party making the waiver.
(i) Invalidity. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a Court of competent jurisdiction to be invalid, void or unenforceable, that provision shall be deemed severable and all provisions, covenants, and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby.
(j) Binding Effect. This Agreement shall be binding on and inure to the benefit of the heirs, personal representatives, successors and permitted assigns of the parties hereto.
(k) Counterparts. This Agreement may be executed in multiple counterparts, which together shall constitute one and the same document.
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IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and year above written.
| "SELLER" | ||
/s/ XXXXXXX X. XXXX Xxxxxxx X. Xxxx |
||
"BUYER" |
||
XXXXXXX XXXXXX, LLC |
||
/s/ XXXXXXX X. XXXX Xxxxxxx X. Xxxx, Managing Member |
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XXXX OF SALE AND
ASSIGNMENT OF MEMBERSHIP INTERESTS
FOR VALUABLE CONSIDERATION, Xxxxxxx X. Xxxx ("Assignor") hereby sells, assigns, conveys and transfers to Xxxxxxx Xxxxxx, LLC, a Nevada limited liability company ("Assignee"), and Assignee hereby acquires and purchases, all of the right, title and interest in and to Assignor's 100% member's interest (the "Interest") in Kevyn, LLC, a Nevada limited liability company (the "Company"). As a result of the above-referenced transfers, Assignee shall be a Member of the Company and shall have all rights and powers and shall be subject to all restrictions and liabilities of Assignor under the Articles of Organization of the Company and under applicable law.
Dated as of the 1st day of April, 2001.
| ASSIGNOR | ||||
By: |
/s/ XXXXXXX X. XXXX Xxxxxxx X. Xxxx |
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Exhibit 10.32
PURCHASE AGREEMENT
XXXX OF SALE AND ASSIGNMENT OF MEMBERSHIP INTERESTS
