EXHIBIT 2.0
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of the 29th day of July, 2003
(the "Agreement") is made by and among Mill Creek Research, Inc., a Utah
corporation ("Mill Creek"), a public reporting company, located at 000 X.
Xxxxxxxx Xx., Xxxxxx, Xxxxxxxxxx 00000 and Safe Solutions, Inc., a closely held
Texas corporation ("Safe Solutions"), which is domiciled in Texas and its
address is 0000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, and,
WITNESSETH:
WHEREAS, Mill Creek desires to acquire one hundred percent (100%) of
all of the common stock of Safe Solutions.
AND, WHEREAS, Safe Solutions wishes to sell or exchange one hundred
percent (100%) of its shares to Mill Creek Research, Inc.
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,
Safe Solutions agrees to exchange ("the Exchange") 2,729,239 common shares,
which represents all of its outstanding shares of common stock, with the par
value of $0.01, to procure 2,729,239 shares of common stock of Mill Creek, which
shall then represent 51.45% of the issued, and outstanding stock of Mill Creek.
For federal income tax purposes, the Exchange is intended to constitute a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code. On the Effective Date, all rights with respect to Safe Solutions Common
Stock under the Safe Solutions Warrants/Options that are then outstanding, if
any, shall be converted into Mill Creek warrants and become rights with respect
to Mill Creek 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 Utah and the Secretary of State of Texas.
1.3 The Articles of Incorporation and Bylaws of Mill Creek shall continue in
effect on and after the Effective Date. The Articles of Incorporation and Bylaws
of Safe Solutions shall continue in effect on and after the Effective Date. 1.4
Dissenting Shares. Any shares of capital stock of Safe Solutions that, as of the
Effective Date, are or may become "dissenting shares" within the meaning of Part
5, Article 5.11, et al. of the Texas Business Corporation Act shall not be
converted into or represent the right to receive Mill Creek Common Stock in
accordance with Part Five, Article 5.12, 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 Article 5.12 of the Texas Business Corporation Act. Safe Solutions
shall give Mill Creek prompt notice of any written demand received by Safe
Solutions prior to the Effective Date to require Safe Solutions to purchase
shares of capital stock of Safe Solutions pursuant to Part Five, Article 5.12 of
the Texas Business Corporation Act and of any other demand, notice or instrument
delivered to Safe Solutions prior to the Effective Date, and the opportunity to
participate in all negotiations and proceedings with respect to any such demand,
notice or instrument. Safe Solutions will comply with the relevant provisions of
Article 5.12 of Part Five of the Texas Business Corporation Act.
ARTICLE II
Representations and Warranties of Safe Solutions.
Safe Solutions represents and warrants to Mill Creek that:
2.1 Organization. Safe Solutions warrants that it is a corporation duly
organized, validly existing; and in good standing in the State of Texas 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 Safe Solutions is comprised of
10,000,000 shares of Common Stock, par value $.0001 per share (the "Safe
Solutions Stock"), of which 2,729,239 shares are issued and outstanding, as
shown to Mill Creek. 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 Safe Solutions to issue or transfer
from treasury any additional shares of its capital stock of any class, except
those 880,800 warrants listed and presented to Mill Creek.
2.3 Subsidiaries. Safe Solutions has no subsidiaries, nor does it own any
interest in any other enterprise, excepting those known to Mill Creek. 2.4
Directors and Officers. The Board of Directors of Safe Solutions shall resign
after the shareholder approval of the Plan and the new Board appointed by Mill
Creek shall be sworn in.
2.5 Financial Statements. It is understood by the parties that Safe Solutions 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. Safe
Solutions does however represent and warrant that the information furnished by
Safe Solutions, its agents, servants or employees for and on behalf of Mill
Creek by Safe Solutions is true, correct and accurate.
2.6 Tax Returns. Safe Solutions warrants that it has filed its Federal, State or
local tax returns required by law, and is current on all Federal and State tax
filings. Safe Solutions is not 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 Safe Solutions. Safe Solutions warrants that it
does not owe any state or federal withholding taxes.
2.7 Trade Names and Rights. Safe Solutions 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. Safe Solutions 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. Safe Solutions 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 Safe Solutions, would affect Safe Solutions 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 Safe
Solutions, threatened against or affecting Safe Solutions or its business assets
or financial condition. Safe Solutions 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. Safe Solutions has authorized the execution of this agreement
and the consummation of the transaction contemplated herein, and Safe Solutions
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 Safe Solutions, and is a legal, valid, and binding obligation of
Safe Solutions, 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 Safe Solutions and the performance by Safe Solutions 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 Safe Solutions 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 Safe Solutions, or, (c) an event that would result in the creation
or imposition of any lien, charge, encumbrance on the asset of Safe Solutions.
2.12 Full Disclosure. None of the representations and warranties made by Safe
Solutions herein, or any exhibit, certificate or memorandum furnished or to be
furnished by Safe Solutions on behalf of Safe Solutions, 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 Safe
Solutions financial statements shall be ultimately responsible for certifying
the truth and accuracy of Safe Solutions' audited financial statement.
2.13 Material Contracts. Safe Solutions has no material contracts to which it is
a party or by which it is bound, other than those known to the directors of Safe
Solutions and Mill Creek. 2.14 Securities. Safe Solutions acknowledges that the
Exchange Shares shall bear a restrictive legend with respect to the Securities
Act, and such shares may not be freely sold and distributed under the Securities
Act, until they are registered with the SEC.
2.15 Shareholder Approval. Within five (5) days of the date of approval of this
Agreement, Safe Solutions 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 Safe
Solutions is a condition precedent to the undertaking and obligation of Mill
Creek to mail its definitive Proxy Statement.
Article III
Representations and Warranties of Mill Creek
Mill Creek warrants and represents to Safe Solutions that:
3.1 Organization. Mill Creek is a corporation duly organized, validly existing,
and in good standing in the State of Utah, and Mill Creek 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.
Mill Creek warrants that it has Four (4) 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 Mill Creek.
3.2 Capital. The issued capital stock of Mill Creek is 2,575,000 shares. The
authorized capital stock of Mill Creek is comprised of 100,000,000 shares of
Common Stock, $0.001 par value per share (the "Mill Creek Stock"), of which
2,575,000 shares are issued and outstanding. In addition, it has authorized but
unissued 40,000,000 shares of $0.001 par value Preferred Stock. 3.3
Subsidiaries. Mill Creek has no subsidiaries, nor does it own any interest in
any other enterprise.
3.4 Directors and Officers. The Board of Directors of Mill Creek shall remain
after the exchange of stock. The Board of Directors consists of Xxxx Xxxxxx, the
present President, Xx. Xxxx Xxxxx, and Xx. Xxxx Xxxxxx.
3.5 Tax Returns. Mill Creek has filed all necessary Federal, State and/or local
tax returns required by law. Mill Creek 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 Mill Creek. Mill Creek warrants
that it does not owe any state or federal withholding taxes.
3.6 Trade Names and Rights. Mill Creek 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.
3.7 Compliance with Laws. Mill Creek 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.
3.8 Litigation. Mill Creek 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 Mill Creek, that would affect Mill Creek 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 Mill Creek,
threatened against or affecting Mill Creek or its business assets or financial
condition. Mill Creek 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.
3.9 Authority. The shareholders of Mill Creek have authorized the execution of
this agreement and the consummation of the transaction contemplated herein, and
that Mill Creek 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 Mill Creek, and is a legal, valid, and binding
obligation of Mill Creek, and is enforceable in accordance with its terms and
conditions.
3.10 Ability to Carry Out Obligations. The execution and delivery of this
agreement by Mill Creek and the performance by Mill Creek 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 Safe Solutions 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 Mill Creek,
or, (c) an event that would result in the creation or imposition of any lien,
charge, encumbrance on the asset of Mill Creek.
3.11 Full Disclosure. None of the representations and warranties made by Mill
Creek herein, or any exhibit, certificate or memorandum furnished or to be
furnished by Mill Creek, contains or will contain any untrue statement of
material fact, or omit any material fact, the omission of which would be
misleading.
3.12 Filing With SEC. Within fifteen business days following the effective date
of this Agreement, Mill Creek shall prepare and file with the SEC its Form 8-K,
regarding this reorganization. As promptly as practicable but in no event later
than the Effective Date, Mill Creek shall prepare its Rule 15c-211 disclosure
document and have its proposed marketmaker file Form 211 with the NASD asking
permission to have the Mill Creek 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 Safe Solutions may visit the offices of Mill Creek or Mill
Creek may visit the offices of Safe Solutions 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 Safe Solutions, and being currently in
the possession of Safe Solutions, shall be delivered into hands of the officers
of Mill Creek, or to be delivered to an office of Mill Creek. Any and all such
data and documentation not previously released by Mill Creek and necessary to
this agreement, and being currently in the possession of Mill Creek shall be
delivered into hands of the officers of Safe Solutions, or to be delivered to an
office of Safe Solutions. 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 Safe Solutions or Mill Creek 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
Mill Creek or Safe Solutions, shall have been instituted or threatened against
either on or before the effective date of this agreement. Mill Creek and/or Safe
Solutions 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 Mill Creek or Safe Solutions may have a
part, any action, suit or proceeding by any person, entity, court or
governmental body or authority against Mill Creek and/or Safe Solutions 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 Mill Creek or Safe Solutions.
ARTICLE VI
Miscellaneous
6.1 Termination Prior to Closing. (a) If the Closing has not occurred by
September 30, 2003, subject to a 30 day extension by Safe Solutions, 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. This Agreement may be canceled prior to the
execution of the above stated term in the event of the following events:
a. 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 its
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: Mill Creek Research, Inc.
000 X. Xxxxxxxx Xx. Xxxxxx, Xxxxxxxxxx 00000
Safe Solutions, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxx 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 Texas. Any and all obligations are
performable and payable in Dallas County, Texas. The parties hereto agree that
venue for purposes of any and all lawsuits, cause of actions, arbitrations or
other disputes shall be in Dallas County, Texas.
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,
Mill Creek shall not issue a press release or any other public announcement with
respect to the transactions contemplated hereby without the prior consent of
Safe Solutions, which consent shall not be unreasonably withheld or delayed. It
is understood by Safe Solutions that Mill Creek 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.
SAFE SOLUTIONS, INC. MILL CREEK RESEARCH, INC.
By:/s/Xxxx X. Xxxxx By: /s/ Xxxx Xxxxxx
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XXXX X. XXXXX, President, Director XXXX XXXXXX, Pres., Director
By: /s/ Xxxxxx X. Xxxxxx
----------------------
XXXXXX X. XXXXXX, Director
