EXHIBIT 99(D)
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of this
25th day of March, 2005, by and between Venture Equities Management, Inc., an
Illinois corporation (herein referred to as "Seller"), and LaSalle UAI Holdings,
LLC, a Delaware Limited Liability Company (herein referred to as "Purchaser").
RECITALS
A. The Seller is the record beneficial owner of 201,438 shares of the
issued and outstanding Series A preferred stock, $0.01 par value per share (the
"Class A Shares"), being all of the issued and outstanding shares of Class A
preferred stock of Universal Automotive Industries, Inc., a Delaware corporation
(herein referred to as the "Company").
B. On March 21, 2005, Seller agreed to sell to Purchaser, and Purchaser
agreed to purchase from Seller, all of the Class A Shares;
C. The parties have agreed to enter into this Agreement in order to
consummate the sale of the Class A Shares on the terms and subject to the
conditions set forth herein.
AGREEMENT
THEREFORE, in consideration of the foregoing Recitals and the mutual
promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, Purchaser and Seller
agree as follows:
ARTICLE I.
DEFINITIONS
As used herein, the following terms shall have the meanings ascribed to
them in this Article I:
1.1 Affiliate. A Person or Persons that directly, or indirectly through
one or more intermediaries, controls or is controlled by, or is under common
control with, the Person specified.
1.2 Agreement. This Agreement, together with all Exhibits referred to
herein.
1.3 Call Option. The Call Option as defined in Section 4.2 of this
Agreement.
1.4 Call Exercise Price. The Call Exercise Price as defined in Section 4.2
of this Agreement.
1.5 Class A Shares. The Class A Shares as defined in the Recitals to this
Agreement.
1.6 Closing. The closing of the transactions contemplated by this
Agreement.
1.7 Closing Date. Upon satisfaction of the contingencies set forth herein
or such other date as the parties may agree in writing, upon which the closing
of the transactions contemplated by this Agreement shall occur.
1.8 Closing Price. The Closing Price as defined in Section 3.1 of this
Agreement.
1.9 Common Stock. The Common stock, par value $0.01 per share, of
Universal Automotive Industries, Inc.
1.10 Company. The Company as defined in the Recitals to this Agreement.
1.11 Consents. The consents of the individuals, corporations,
partnerships, governmental agencies and other entities whose consent or approval
is required for execution, delivery or performance of the Agreement.
1.12 Control or Controlled By. The term "control" (including the terms
"controlling," "controlled by" and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.
1.13 Indemnified Parties. The Indemnified Parties as defined in Article V
of this Agreement.
1.14 Exhibits. Exhibits A and B hereto and made a part hereof.
1.15 Note. The Non-Recourse Promissory Note described in Section 3.1 of
this Agreement in the form of Exhibit A annexed hereto as from time to time
amended, modified and/or restated.
1.16 Obligations. The obligation of Purchaser pursuant to Article III.
1.17 Option Period. The two-year period commencing on the Closing Date and
terminating 7:00 p.m. CDT on March 25, 2007.
1.18 Person. Any natural person, corporation, partnership, limited
partnership, limited liability company, trust, unincorporated organization,
governmental authority or any other form of legal entity.
1.19 Purchase Price. The consideration given by Purchaser to Seller
pursuant to Article III in consideration for the Shares.
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1.20 Put Option. The Put Option as defined in Section 4.1 of this
Agreement.
1.21 Put Exercise Price. The Put Exercise Price as defined in Section 4.1
of this Agreement.
1.22 Reconveyance Date. The Reconveyance Date as defined in Section 4.3 of
this Agreement.
1.23 Securities Act. The Securities Act as defined in Section 7.4 of this
Agreement.
1.24 Security Agreement. The Stock Pledge and Security Agreement as
described in Section 3.2 of this Agreement in the form of Exhibit B annexed
hereto as from time to time amended or modified.
1.25 Shares. The Class A Shares as described in the Recitals and the
Underlying Common Stock together with any additional securities now or hereafter
acquired as a result of any corporate reorganization, merger, consolidation,
stock split, stock dividend, conversion, preemptive right or otherwise, and all
cash, securities, dividends, rights and other property at any time and from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such Class A Shares, Underlying Common Stock or other
securities.
1.26 Transaction Fee. The Transaction Fee as defined in Section 4.3 of
this Agreement.
1.27 Underlying Common Stock. The shares of common stock, par value $0.01
per share, issuable on exercise of the conversion rights of the Class A Shares,
including any common stock or other securities issued with respect to the
Underlying Common Stock by reason of any corporate reorganization, merger,
consolidation, stock split, stock dividend, conversion, preemptive right or
otherwise.
ARTICLE II.
SALE AND PURCHASE OF SHARES
Sale and Purchase of Shares. Subject to the terms of this Agreement.
(a) Seller covenants and agrees to convey, transfer, sell and deliver to
Purchaser on the Closing Date all of the Shares, free and clear of liens,
encumbrances or adverse claims of any kind; and
(b) Purchaser covenants and agrees to purchase all of the Shares and cause
the Purchase Price to be paid to the Seller on the Closing Date as provided in
Article III.
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ARTICLE III
PRICE
3.1 Purchase Price. Purchaser shall pay to Seller an amount equal to
seventy (70%) percent of the market value of the Class A Shares (the "Closing
Price"), calculated based upon the assumption that all of the Class A Shares had
been converted to 2,513,357 shares of Underlying Common Stock as of the date
hereof, then multiplying that number of shares of Underlying Common Stock by the
"average market value" per share of Common Stock. For purposes of this Section
3.1, the "average market value" of the Common Stock means the average of the
NASDAQ official close price of a share of the Common Stock on the NASDAQ Small
Cap Market for the sixty (60th) consecutive trading days beginning on the first
trading day after the date hereof. For purposes of this Agreement, the parties
agree that the Closing Price as of the Closing Date shall be estimated to be
$527,804.97, which amount shall be adjusted within ten (10) business days after
the sixtieth (60th) trading day following the Closing Date. The estimated
Closing Price as of the Closing Date shall be represented by Purchaser's
promissory note payable to Seller, in the amount of $527,804.97 (as from time to
time amended, modified and/or restated, the "Note"), which shall bear interest
at the rate of eight (8%) percent per annum from date until paid, and due and
payable in full, together with accrued interest thereon, the earliest of: (a)
two years from the date of the Closing; (b) upon the exercise by Seller of the
Call Option; and (c) upon the exercise by Purchaser of the Put Option. The form
of the Note is attached hereto as Exhibit A. The Purchaser shall deliver an
amended Note in the principal amount of the Closing Price and any amendment to
the Security Agreement required by Seller within ten (10) business days after
the sixtieth trading day following the Closing Date.
3.2 Security for Obligations. The Note shall be secured by a pledge and
security interest in the Shares in favor of Seller. In the event of a conversion
of the Class A Shares to common stock, or in the event the Company is merged
into any other entity or substantially all of the assets of the Company are
acquired by any other entity, the shares of the surviving entity shall be
substituted in lieu thereof. The form of Security Agreement is attached hereto
as Exhibit B. The Note shall be non-recourse against Purchaser except to the
extent of the Shares or the value thereof as realized in any proceedings seeking
enforcement of the Note against the Shares.
ARTICLE IV
PUT AND CALL OPTIONS
4.1 Put Option. At any time during the Option Period, Purchaser shall have
the right to elect to sell to Seller, and require Seller to purchase from
Purchaser, the Shares (the "Put Option") by providing written notice to the
Seller. The price to be paid by Seller for the Shares upon exercise of the Put
Option shall be the original principal amount of the Note (as amended, if
applicable) plus any previously paid or accrued interest on the Note (the "Put
Exercise Price"). Payment of the Put Exercise Price shall be made in the
following manner: (a) if the Note has not been paid at the time
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of exercise of the Put Option, by cancellation of the Note by Seller and the
release of all security interests securing same; or (b) if the principal and/or
interest on the Note has been paid in full or in part at the time of the
exercise of the Put Option, in cash to the extent any such payments have been
made and, to the extent principal and/or interest remain unpaid, by cancellation
of the Note by Seller and the release of all security interests securing same.
Except as provided in Article V, no other payments shall be due by Seller in
connection with Purchaser's exercise of the Put Option.
4.2 Call Option. At any time during the Option Period, Seller shall have
the right to elect to buy from Purchaser, and require Purchaser to sell to
Seller, the Shares (the "Call Option") by providing written notice to Purchaser.
The price to be paid by Seller for the Shares upon exercise of the Call Option
shall be the original principal amount of the Note (as amended, if applicable)
plus any accrued interest due under the Note (the "Call Exercise Price").
Payment of the Call Exercise Price shall be made in the following manner: (a) if
the Note has not been paid at the time of exercise of the Call Option, by
cancellation of the Note by Seller and the release of all security interests
securing same; or (b) if the principal and/or interest on the Note has been paid
in full or in part at the time of the exercise of the Put Option, in cash to the
extent any such payments have been made and, to the extent principal and/or
interest remain unpaid, by cancellation of the Note by Seller and the release of
all security interests securing same. Except as provided in Section 4.3 and
Article V, no other payments shall be due by Seller in connection with Seller's
exercise of the Call Option.
4.3 Payments to LaSalle Investments, Inc. In the event Seller exercises
the Call Option, Seller shall pay to LaSalle Investments, Inc., at the closing
for the reconveyance of the Shares by Purchaser to Seller (the "Reconveyance
Date"), a fee (the "Transaction Fee") equal to the lesser of: (a) an in-kind
distribution of five (5%) percent of the Class A Shares and shares of Underlying
Common Stock, if any, that are transferred to Seller on the Reconveyance Date;
or (b) an in-kind distribution of that number of Class A Shares and shares of
Underlying Common Stock having an aggregate average market value of Forty
Thousand and No/100 (U.S. $40,000.00) Dollars, calculated as follows: (i) if the
Class A Shares have not been converted to Common Stock, based upon the
assumption that all of the Class A Shares had been converted to Underlying
Common Stock on the second trading day prior to the Reconveyance Date, then
multiplying the number of shares of Underlying Common Stock that would have been
issued in the event of a conversion by the "average market value" per share of
Common Stock; or (ii) if the Shares have been converted to Underlying Common
Stock, based upon the "average market value" per share of Common Stock. For
purposes of this Section 4.3, the "average market value" per share of the Common
Stock means the average of the last reported sales price of a share of the
Common Stock on the NASDAQ Small Cap Market for the ten (10) consecutive trading
days ending on the second trading day prior to the Reconveyance Date.
4.4 Power of Attorney. Purchaser appoints Seller as its duly authorized
agent and attorney- in-fact for the purpose of effectuating the transfer of the
Shares to Seller in the event that the Put Option or the Call Option is
exercised. Seller shall be authorized to cause the Shares to be transferred to
Seller's name on the books and records of the Company and, in connection
therewith, is authorized to execute all papers, stock powers, assignments, deeds
and documents and to perform acts necessary or desirable for the purpose
thereof, including, without limitation to deliver the
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Shares to the Company for reissue in the name of Seller.
ARTICLE V
INDEMNIFICATION
In consideration of Purchaser agreeing to acquire the Class A Shares,
Seller and Wanxiang America Corporation shall indemnify Purchaser, LaSalle
Investments, Inc. and Xxxxxx Xxxxx (collectively, the "Indemnified Parties") for
any loss, liabilities or expense of any kind or nature whatsoever incurred by
each and every of Indemnified Parties in connection with the execution or
performance of this Agreement, the transactions contemplated by this Agreement,
including, without limitation, the conveyance of the Class A Shares to Purchaser
the performance of the Call Option and the Put Option, and/or the ownership
and/or disposition of the Shares. The foregoing indemnification shall not apply
to the extent that Seller is required to seek specific performance of the
Purchaser's obligations under the Call Option but shall apply to the extent that
Purchaser is required to seek specific performance of the Seller's obligations
under the Put Option.
ARTICLE VI.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
As an inducement to Purchaser to enter into this Agreement, Seller
represents and warrants to, and covenants with Purchaser as follows:
6.1 Title to Shares. The Seller has good, valid and marketable title to
all of the Shares of the Company being sold, free and clear of liens, claims,
restrictions or encumbrances or any kind. Upon conveyance and delivery of the
Shares to Purchaser and payment therefore by Purchaser as herein provided,
Purchaser shall be the owner of such Shares free and clear of liens, claims,
restrictions or encumbrances of any kind.
6.2 Due Authorization. The execution and delivery by Seller of, and the
performance by the Seller of his obligations under this Agreement have been duly
and validly authorized and approved by all necessary action on the part of the
Seller.
6.3 Capital Stock. The Shares are validly issued, fully paid and
nonassessable.
ARTICLE VII.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
As an inducement to Seller to enter into this Agreement, Purchaser
represents and warrants to Seller and covenants with Seller as follows:
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7.1 Corporate Status. The Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the State of Illinois,
with full power and authority (corporate and other) to own, lease and operate
its properties and conduct its business as it now is being conducted.
7.2 Due Authorization. The execution, delivery and performance by
Purchaser of this Agreement, and the consummation of the transactions
contemplated thereby, have been duly and validly authorized and approved by all
necessary action on the part of Purchaser.
7.3 No Disposition of Shares. Purchaser shall not convey, alienate or
assign any interest in the Shares until the full payment and performance of its
obligations hereunder and under the Security Agreement.
7.4 Purchaser's Investment Representations and Covenants. Purchaser
understands that neither the Shares nor the Underlying Common Stock have been or
will be registered under the Securities Act of 1933 (the "Securities Act") or
qualified under applicable state securities laws. Purchaser also understands
that the Shares are being offered and sold pursuant to an exemption from
registration contained in the Securities Act and qualification under applicable
state securities laws based upon Purchaser's representations contained in this
Agreement. Purchaser hereby represents and warrants as follows:
(a) Purchaser is acquiring the Shares and the Underlying Common Stock for
Purchaser's own account, for investment only, and not with a view towards
distribution.
(b) Purchaser acknowledges and agrees that the Shares and, if issued, the
Underlying Common Stock, must be held indefinitely until they may be
subsequently registered under the Securities Act or qualified under applicable
state securities laws, or an exemption from such registration and qualification
requirements is available. Purchaser also understands that there is no assurance
that any exemption from registration or qualification will be available and
that, even if available, such exemption may not allow Purchaser to transfer all
or any portion of the Shares or the Underlying Common Stock under the
circumstances, in the amounts, or at the times Purchaser might propose.
(c) The principal place of business of Purchaser is located in the State
of Illinois.
7.5 Subsequent Transfer. Purchaser agrees not to transfer the Shares or
the Underlying Common Stock unless (a) a registration statement with respect to
such securities shall be effective under the Securities Act; (b) the Company
shall have received an opinion of counsel satisfactory to it that no violation
of the Securities Act or similar state act will be involved in such transfer; or
(c) the Company shall have received a "No Action" letter from the Securities and
Exchange Commission covering such transfer and an opinion as referred to above
relating to state law.
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ARTICLE VIII.
REMEDIES
Notwithstanding anything to the contrary contained in this Agreement,
Seller's and Purchaser's maximum aggregate liability to the other for breach, in
the absence of any intentional violation, of any material representations,
warranties, covenants or obligations of Seller set out in this Agreement shall
be one ($1.00) Dollar.
In the event that either party shall default in the performance of its
obligations under the Put Option or the Call Option, the non-defaulting party
shall have the right to specific performance of the defaulting party's
obligations.
ARTICLE IX.
CLOSING
9.1 Time and Place. The Closing shall take place on the Closing Date at
the offices of the Purchaser, or at such other time and place as the parties may
agree in writing.
9.2 Closing Transactions. The closing of the transactions under this
Agreement shall be performed simultaneous with the delivery of executed
counterparts to this Agreement (or execution of this Agreement by both parties)
and the performance of the deliveries contemplated by this Article, after any
and all Consents have been obtained. All documents and other instruments
required to be delivered at the Closing shall be regarded as having been
delivered simultaneously, and no document or other instrument shall be regarded
as having been delivered until all have been delivered.
9.3 Deliveries by Seller to Purchaser. At the Closing, Seller shall
deliver or cause to be delivered to Purchaser:
(a) Certificates representing all of the Class A Shares, each duly
endorsed in blank or with a stock power duly endorsed in blank attached to such
certificate, duly executed by Seller which will be attached with the stock power
and otherwise in proper form for transfer, free and clear of all liens, claims
and encumbrances of any nature whatsoever;
(b) Such other instruments and documents as are (i) required by any
other provisions of this Agreement or (ii) reasonably necessary, in the opinion
of Purchaser or its counsel, to effect the performance of this Agreement by
Seller.
9.4 Deliveries by Purchaser to Seller. At the Closing, Purchaser shall
deliver or cause to be delivered to Seller:
(c) The executed Note in the original principal amount of
$527,804.97 described in Section 3.1 of this Agreement;
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(b) The executed Security Agreement described in Section 3.2 of this
Agreement and the stock certificate described therein;
(c) Such other instruments and documents as are (i) required by any
other provisions of this Agreement or (ii) reasonably necessary, in the opinion
of Seller or its counsel, to effect the performance of this Agreement by
Purchaser.
ARTICLE X.
POST-CLOSING OBLIGATIONS
10.1 Subsequent Liquidation or Merger of the Company. Following the
Closing, all obligations of Purchaser and Seller hereunder, including
Purchaser's and Seller's representations, warranties and indemnifications under
this Agreement, shall survive the Closing and shall be deemed binding, operative
and not waived notwithstanding any investigation, audit or other examination
made by any other party.
10.2 Further Assurance and Assistance. After the Closing Date, Seller
shall, from time to time, upon the reasonable request of Purchaser, execute,
acknowledge and deliver in proper form any instrument of conveyance or further
assurance necessary or reasonably desirable to perfect in Purchaser, or its
nominees, successors or assigns, as the case may be, title to the Shares. After
the Closing Date, Purchaser shall, from time to time, upon reasonable request of
Seller, execute and deliver and cause to be executed and delivered such
additional documentation, including without limitation, additional stock pledge
agreements as are necessary to effectuate the provisions of this Agreement and
to create and perfect in favor of Seller his security interest in any and all
future shares that are required to be pledged as collateral for the Obligations.
After the Closing Date, in the event of the exercise of the Call Option or the
Put Option, Seller and Purchaser shall execute acknowledge and deliver in proper
form any instrument of conveyance or further assurance necessary or reasonably
desirable to perfect in Seller, or its nominees, successors or assigns, as the
case may be, title to the Shares and to evidence the cancellation of any and all
indebtedness represented by the Note and any security interests securing the
Note.
10.3. Distributions From Company. In the event that Purchaser shall
receive any distributions in money or in-kind from the Company with respect to
the Shares, while the Call Option or the Put Option shall not have been
exercised, Purchaser shall deliver same to Seller and shall execute such
documentation and perform such actions as may reasonably be required by Seller
in order to evidence a security interest in same. In the event of a transfer of
the Shares pursuant to an exercise of the Call Option or the Put Option, such
distributions shall be conveyed to Seller as part of the reconveyance of the
Shares to Seller.
10.4 Stock Transaction. Except as otherwise provided in this Section,
Purchaser shall not cause or vote the Shares to permit the Company to sell or
issue any additional shares of the Company, whether by initial issuance or the
issuance of treasury shares or the issuance of any
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instruments having equity attributes or convertible into equity, declare any
stock splits, issue any stock options or declare any dividends with respect to
shares of the Company.
10.5 Asset Dispositions. Except as otherwise provided in this Agreement,
until payment of the Note in full, Purchaser shall not vote the Shares to permit
the Company to dispose of any of the tangible or intangible assets of Company
except for transactions in the ordinary course of business or isolated
transactions of property not necessary for the operations of the business of
Company, and only in the event that such disposition is made to a third party
who is not an Affiliate of Company or Purchaser, in an arm's length transaction
for reasonable consideration.
10.6 Amended Note And Security Agreement. In the event the Closing Price
is not equal to $527,804.97 as estimated on the Closing Date, the Purchaser
shall deliver an amended Note in the principal amount of the Closing Price and
any amendment to the Security Agreement required by Seller within ten (10)
business days after the sixtieth trading day following the Closing Date.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Public Announcements. Prior to or within thirty days after closing,
any announcements or similar publicity with respect to this Agreement or the
transactions contemplated herein shall be at such time and in such manner as
Seller and Purchaser shall mutually agree, provided, that nothing herein shall
prevent either party upon notice to the other from making such public
announcements as such party's counsel may consider advisable in order to satisfy
that party's legal or contractual obligations in such regard.
11.2 Confidentiality. All information disclosed heretofore by any party to
the other party in connection with this Agreement shall be confidential by such
other party, and shall not be used by such other party otherwise than for uses
herein contemplated, except to the extent (a), it was known to such other party
when received or as it is or hereafter becomes lawfully obtainable from other
sources, (b) such duty as to confidentiality and non-use is specifically waived
in writing by such disclosing party or (c) such disclosure or use is required by
law or governmental regulation or order. Such obligation as to confidentiality
and non-use shall survive termination of this Agreement.
11.3 Post-Closing Deliveries. After the closing, any monies, checks,
invoices, bills, receipts, notices, mails, communications and other instruments
received by one party but directed toward or due to the other shall be promptly
delivered to the other party.
11.4 Expenses. Except as otherwise specifically provided herein, each
party shall pay its own expenses, including attorney's fees, incurred in
connection with this Agreement and the transactions contemplated thereby.
11.5 Notices. All notices or other communications required or permitted by
this Agreement shall be in writing and shall be deemed to have been duly given
(i) upon receipt if delivered in
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person, or (ii) ten days after such notice is mailed by certified or registered
mail, return receipt requested, postage prepaid, and addressed as follows:
(i) if to Purchaser:
LaSalle USA Holdings, LLC
Attn: Xxxxxx Xxxxx
00 Xxxx Xxxx, #0000
Xxxxxxx, XX 00000
(ii) if to Seller:
Venture Equities Management, Inc.
Attn: Xxxx Xx
00 Xxxxxxx Xxxx
Xxxxx, XX 00000
with a copy to:
Xxxxxxx Xxxxxx
Heller, Draper, Xxxxxx, Xxxxxxx & Xxxx, LLC
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxx 00000
or to such other addresses and/or addressees as may be specified by either party
hereto pursuant to notice given by such party in accordance with the provisions
of this Section 11.5.
11.6 Benefits of the Agreement. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors and assigns. The fact that this Agreement was drafted previously by
one party or its counsel shall not create any presumption that this Agreement
should be construed in favor or against either party.
11.7 Exhibits. The Exhibits hereto shall be construed with and as an
integral part of this Agreement to the same effect as if the contents thereof
had been set forth verbatim herein.
11.8 Headings. The headings used in this Agreement are for convenience
only, shall not be deemed to constitute a part hereof, and shall not be deemed
to limit, characterize or in any way affect the provisions of this Agreement.
11.9 Entire Agreement. This Agreement and such supplemental agreements, if
any, as the parties shall make, contain the entire Agreement and understanding
of the parties with respect to the subject matter hereof, and no other
representations, promises, agreements or understandings regarding the subject
matter hereof shall be of any force or effect unless in writing, executed by the
party to be bound and dated on or subsequent to the date hereof. Except as
expressly provided to
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the contrary herein, no person or entity other than the parties hereto shall
have any right to rely upon the terms of this Agreement, and no party hereto
shall have liability to any person or entity other than the other party hereto
and his or its respective heirs or legal successors for reliance upon the
representations and warranties contained herein.
11.10 Gender and Number. Wherever from the context it appears appropriate,
each item stated in either the singular or the plural shall include the singular
and the plural, pronouns stated in either the masculine, feminine or neuter
gender shall include the masculine, feminine and neuter gender, and terms
defined in Article I hereof in either the singular or the plural may be used in
either the singular or plural herein without otherwise changing the meaning
thereof.
11.11 Modifications and Waivers. No change, modification or waiver of any
provision of this Agreement shall be valid or binding unless it is in writing
dated subsequent to the date hereof and signed by the parties intended to be
bound. No waiver of any breach, term or condition of this Agreement by either
party shall constitute a subsequent waiver of the same or any other breach, term
or condition.
11.12 Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
11.13 Partial Invalidity. In case any one or more of the provisions
contained herein for any reason shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.
11.15 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
"PURCHASER"
LASALLE UAI HOLDINGS, LLC
BY: LASALLE INVESTMENTS, INC., ITS MANAGER
BY: /s/ Xxxxxx Xxxxx
------------------------------
"SELLER"
VENTURE EQUITIES MANAGEMENT, INC.
BY: /s/ Xxxxx Xx
-----------------------------
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