STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made and entered into this 25th day of
September, 1997 between and among Boots & Xxxxx International Well Control,
Inc., a Delaware Corporation whose principal executive office is located at 0000
Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (referred to herein as "Boots &
Xxxxx"), IWC Services, Inc., a Texas corporation whose principal executive
office is located at 0000 Xxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 ("IWC
Services") ABASCO, Inc., a Texas Corporation whose principal executive office is
located at Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (referred to herein
as "ABASCO") and LaSalle Cattle Company, Ltd., a Texas Limited Partnership which
is the beneficial owner of 100% of the issued and outstanding equity securities
of ABASCO ("LaSalle").
WHEREAS, LaSalle owns, and has the unrestricted right to sell, transfer and
convey, one hundred percent (100%) of the issued and outstanding capital stock
of ABASCO; and
WHEREAS, IWC Services wishes to acquire one hundred percent (100%) of the
issued and outstanding capital stock of ABASCO, in exchange for authorized but
unissued shares of the $.00001 par value common stock ("Common Stock") of Boots
& Xxxxx; and
WHEREAS, LaSalle has agreed to sell one hundred percent (100%) of the
issued and outstanding capital stock of ABASCO to IWC Services in exchange for
authorized but unissued Common Stock of Boots & Xxxxx, and
WHEREAS, Boots & Xxxxx, ABASCO and LaSalle wish to formalize the
above-mentioned agreement and thereafter accomplish the transactions
contemplated herein on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants hereinafter set forth, the parties hereto have agreed and by these
presents do hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF ABASCO AND LASALLE. ABASCO and LaSalle
hereby jointly and severally make the following express representations and
warranties to Boots & Xxxxx and IWC Services:
(a) ABASCO is a corporation duly organized, validly existing and in
good standing under the laws of the State of Texas and has the corporate
power to own its property and carry on its business in the State of Texas.
Certified copies of ABASCO's Certificate of Incorporation and By-Laws have
heretofore been furnished to Boots & Xxxxx by LaSalle and all such copies
are true, correct and complete copies of the original Certificate of
Incorporation and By-Laws, including all amendments thereto.
(b) ABASCO has the corporate authority to issue a total of 1,000
shares of no par value Common Stock, of which 1,000 shares have been
validly issued, are now outstanding and are held of record and beneficially
by LaSalle. All of said shares have been duly and validly issued, are free
and clear of any lien or other encumbrances, and will be delivered to
IWC Services free and clear of any lien or other encumbrance on the Closing Date
specified herein.
(c) There are no outstanding subscriptions, options, warrants, calls,
commitments, obligations or agreements relating to any of the authorized or
outstanding capital stock of ABASCO. LaSalle owns all of the issued and
outstanding shares of the stock of ABASCO free and clear of all liabilities,
liens, encumbrances, pledges, trusts, voting trusts or stockholders' agreements,
equities, charges, options, conditional sale or title retention agreements,
covenants, restrictions, reservations, commitments, obligations or other burdens
or encumbrances of any nature whatsoever, and the consummation of the purchase
and sale contemplated by this Agreement will transfer to Boots & Xxxxx good and
marketable title to such stock free and clear of any such items.
(d) LaSalle is a limited partnership duly organized, validly existing and
in good standing under the laws of the State of Texas, has the power to own its
property and carry on its business in the State of Texas, and has full power
and authority to sell, assign and transfer all shares of ABASCO's Common Stock
upon the terms and conditions provided for in this Agreement.
(e) ABASCO was incorporated by LaSalle on September 23, 1997 and in
connection therewith LaSalle assigned to ABASCO, as consideration for the
issuance of 1,000 shares of ABASCO's common stock, its contractual rights (the
"Contractual Rights") to purchase all of the operating assets of ITS
Environmental Services, Inc. ("ITS"), a wholly-owned subsidiary of International
Tool & Supply Company, Inc. on the terms set forth in the Asset Purchase
Agreement between LaSalle and ITS attached hereto as Exhibit A (the "Asset
Purchase Agreement").
(f) Except for the organization and assignment transactions as specified
above, ABASCO has not:
(1) issued any shares of its capital stock or any stock purchase or
similar rights;
(2) paid or declared any dividends or distributions of capital,
surplus or profits with respect to any of its issued and outstanding shares
of capital stock;
(3) paid or agreed to pay any consideration in redemption of any of
its issued and outstanding shares of capital stock; or
(4) entered into any other transaction or agreement which would, or
might, materially impair the shareholder's equity of ABASCO or the
Contractual Rights.
(g) There are no suits, actions, claims, inquiries or investigations by any
person, or any legal, administrative or arbitration proceedings in which ABASCO
is engaged or which are pending or, to the best knowledge of LaSalle (after due
inquiry), threatened against or affecting ABASCO or any of its properties,
assets or business, or to which ABASCO is or might become a party, or which
question the validity or legality of the transactions
contemplated herein, (ii) no basis or grounds for any such suit, action, claim,
inquiry, investigation or proceeding exists, and (iii) there is no outstanding
order, writ, injunction or decree of any governmental authority against or
affecting ABASCO or any of its properties, assets or business.
(h) LaSalle's assignment of its rights under the Asset Purchase Agreement
to ABASCO is binding and legally enforceable against LaSalle and ABASCO has good
and marketable title to the Asset Purchase Agreement and all of LaSalle's
interest therein free and clear of any and all liens, encumbrances or
restrictions, subject only to the terms hereof.
(i) There are no unpaid assessments or proposed assessments of Federal
income taxes pending against ABASCO.
(j) LaSalle is acquiring the Common Stock of Boots & Xxxxx solely for its
own account, for investment, and not with a view to any subsequent
"distribution" thereof within the meaning of that term as defined in the
Securities Act of 1993, as amended (said Act and rules and regulations
promulgated thereunder being hereinafter referred to as the "Act"). LaSalle
understands that the Common Stock of Boots & Xxxxx has not been registered under
the Act or the securities laws of any State ("State Act") by reason of specific
exemptions therefrom, which exemptions depend in part upon LaSalle's subjective
investment intent as expressed herein, and that such Common Stock will be
"restricted securities" and transferable by LaSalle only in certain limited
circumstances.
(k) LaSalle hereby represents and warrants to Boots & Xxxxx that it is an
"Accredited Investor" as such term is defined in Regulation D promulgated under
the Act and that it is able to bear the economic risks of an investment in the
Common Stock and is able to protect its own interests in an investment of this
nature.
(l) LaSalle has no employee, consulting or other contractual commitments
and neither has nor participates in any employee benefit plans (including, but
not limited to, pension plans and health or welfare plans), arrangements or
understandings, whether formal or informal.
(m) The Asset Purchase Agreement is a valid, binding and enforceable
agreement of the parties thereto, in full force and effect in accordance with
its terms and conditions and there is no existing default thereunder or breach
thereof by ABASCO or by any other party to the Asset Purchase Agreement. The
assignment of the Asset Purchase Agreement to LaSalle and the transactions
contemplated herein are not contrary to, and are permitted by, agreements, oral
or written, with ITS Environmental Services, Inc., and the terms of the Asset
Purchase Agreement. Copies of all of the documents (or in the case of oral
commitments, descriptions of the material terms thereof) relevant to the Asset
Purchase Agreement have been delivered by LaSalle to Boots & Xxxxx.
(n) LaSalle has full legal right, power and authority to enter into and
deliver this Agreement and to consummate the transactions set forth herein and
to perform all the terms and conditions hereof to be performed by it. The
execution and delivery of this Agreement by LaSalle and the performance of the
transactions contemplated herein have been duly and
validly authorized by all requisite action of LaSalle, and this Agreement
has been duly and validly executed and delivered by LaSalle and is the
legal, valid and binding obligation of LaSalle, enforceable against LaSalle
in accordance with its terms, except as limited by applicable bankruptcy,
moratorium, insolvency or other similar laws affecting generally the rights
of creditors or by principles of equity.
(o) None of ABASCO, its business or its assets are now, nor have any
of ABASCO, its business or its assets been in the past, in violation of any
applicable governmental requirement related to environmental protection,
air pollution, hazardous materials or other similar matters.
(p) There are no material facts, liabilities or matters not disclosed
in this Agreement or in the Schedules hereto which might reasonably affect
the willingness of a purchaser to acquire the stock of ABASCO on the terms
(including price) contained herein or that might be expected to adversely
affect ABASCO after Closing.
ABASCO and LaSalle further represent and warrant that all of the representations
and warranties set forth above are true as of the date of this Agreement, shall
be true at the Closing Date and shall survive the closing for a period of three
(3) years from the Closing Date.
2. REPRESENTATIONS AND WARRANTIES OF BOOTS & XXXXX. Boots & Xxxxx hereby
makes the following express representations and warranties to LaSalle:
(a) Boots & Xxxxx is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has the
corporate power to own its properties and carry on its business as now
being conducted. IWC Services is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has
the corporate power to own its properties and carry on its business as now
being conducted. Certified copies of Boots & Xxxxx' Certificate of
Incorporation and By-Laws have heretofore been furnished to LaSalle by
Boots & Xxxxx, and all such copies are true, correct and complete copies of
the Certificate of Incorporation and By-Laws including all amendments
thereto.
(b) Boots & Xxxxx has recently completed a private placement of
7,475,000 shares of its Common Stock at a price of $1 per share pursuant to
the terms and conditions set forth in a Private Offering Memorandum dated
August 7, 1997, a copy of which is attached hereto as Exhibit B and
incorporated herein by reference. Such Private Offering Memorandum
discloses all material facts relating to the business and financial
condition of Boots & Xxxxx and does not omit any material fact required to
be disclosed therein in order to make the disclosures in the Private
Offering Memorandum, in light of the circumstances under which they were
made, not materially false or misleading. Since the date of the Private
Offering Memorandum, and except as disclosed therein, Boots & Xxxxx has
not:
(1) issued any additional shares of its Common Stock, or any
options to acquire such stock, to any person;
(2) paid or declared any dividends or distributions of capital,
surplus, or profits with respect to any of its issued and outstanding
shares of Common Stock;
(3) paid or agreed to pay any consideration in redemption of any
of its issued and outstanding shares of Common Stock; or
(4) entered into any other transaction or agreement which would,
or might, materially impair the shareholder's equity of Boots & Xxxxx
as reflected in such Balance Sheet.
(c) Boots & Xxxxx has the corporate power and authority to execute and
perform all of its duties and obligations under the terms of this Agreement
and to issue and deliver to LaSalle the shares of Common Stock that are
required to be issued and delivered under the terms of this Agreement.
(d) The execution and delivery of this Agreement and the issuance of
Common Stock required to be issued hereunder have been duly authorized by
all necessary corporate action of Boots & Xxxxx and neither the execution
nor delivery of this Agreement nor the issuance of Common Stock nor the
performance, observance or compliance with the terms and provisions of this
Agreement will violate any provision of any law applicable to Boots & Xxxxx
(other than federal or state securities laws, as to which no representation
is made), any order of any court or other governmental agency, the
Certificate of Incorporation or By-Laws of Boots & Xxxxx or any indenture,
agreement or other instrument to which Boots & Xxxxx is a party, or by
which it or any of its property is bound.
(e) Boots & Xxxxx is not involved in any pending or threatened
litigation which would, or might, materially and adversely affect its
financial condition and which has not been
(1) provided for in its financial statements; or
(2) disclosed in the Private Offering Memorandum.
(f) There are no unpaid assessments or proposed assessments of U.S.
Federal income taxes pending against Boots & Xxxxx. All liabilities for
U.S. Federal and State income or franchise taxes, as shown on the tax
returns filed, or to be filed, by Boots & Xxxxx, have been paid or the
liability therefor has been provided for in the financial statements
included in the Private Offering Memorandum and all U.S. Federal and State
income or franchise taxes for periods subsequent to the periods covered by
said returns likewise have been paid or adequately accrued.
(g) The shares of Common Stock which will be delivered to LaSalle
pursuant to the terms of this Agreement will, on delivery in accordance
with the terms hereof, be duly authorized, validly issued, fully paid and
nonassessable.
Boots & Xxxxx further represents and warrants that all of the representations
and warranties set forth above are true as of the date of this Agreement, shall
be true at the Closing Date and shall survive the closing for a period of three
(3) years from the Closing Date.
3. CONDITIONS TO THE OBLIGATIONS OF BOOTS & XXXXX. The obligations of
Boots & Xxxxx hereunder shall be subject to the following conditions:
(a) The representations and warranties made by ABASCO or LaSalle
herein shall be true and correct in all material respects and all the terms
and conditions of this Agreement to be performed and complied with by
ABASCO and LaSalle have been performed and complied with.
(b) There shall have been no material adverse changes in the financial
condition, business or assets of ABASCO prior to the Closing Date and there
shall have been no material adverse changes in the financial condition,
business or assets of ITS that are the subject of the Asset Purchase
Agreement.
(c) Boots & Xxxxx shall have received the opinion of legal counsel for
ABASCO and LaSalle to the effect that
(1) ABASCO is a corporation duly organized, validly existing and
in good standing under the laws of Texas and has the power and
authority to own its properties and to carry on its business as
presently conducted:
(2) The Asset Purchase Agreement a binding and legally
enforceable agreement to purchase all of the operating assets of ITS
under the terms and conditions set forth in the Asset Purchase
Agreement and ABASCO has good and marketable title to the Asset
Purchase Agreement free and clear of any and all liens, encumbrances
or restrictions;
(3) ABASCO's outstanding Common Stock is validly issued, fully
paid and nonassessable;
(4) This Agreement has been duly executed and delivered by
ABASCO and LaSalle and constitutes the legal, valid and binding
obligation of LaSalle enforceable in accordance with its terms.
4. CONDITIONS TO THE OBLIGATIONS OF LASALLE. The obligations of LaSalle
hereunder are subject to the following conditions:
(a) The representations and warranties made by Boots & Xxxxx herein
shall be true and correct in all material respects and all the terms and
conditions of this Agreement to be performed and complied with by Boots &
Xxxxx have been performed and complied with.
(b) There shall have been no material adverse changes in financial
condition, business or assets of Boots & Xxxxx.
(c) LaSalle shall have received the opinion of legal counsel for Boots
& Xxxxx, to the effect that:
(1) Boots & Xxxxx is a corporation duly organized and validly
existing under the laws of the State of Delaware and has the power to
own its properties and carry on its business as presently conducted;
(2) the execution, delivery and performance of this Agreement by
Boots & Xxxxx has been duly authorized by all necessary corporate
action and this Agreement constitutes a legal, valid and binding
obligation of Boots & Xxxxx enforceable in accordance with its terms;
and
(3) the Common Stock delivered to LaSalle pursuant to the terms
of this Agreement has been validly issued, is fully paid and
nonassessable.
5. CLOSING DATE. The closing of this Agreement shall take place at the
offices of Boots & Xxxxx in Houston, Texas on the 25th day of September, 1997,
or at such other reasonable time and place as the parties hereto shall agree
upon.
6. EXCHANGE OF SECURITIES. Subject to the terms and conditions set forth
herein, and at the Closing referred to in Section 5 hereof Boots & Xxxxx
will issue and deliver, or cause to be issued and delivered, to and in the name
of LaSalle certificates evidencing 300,000 shares of the authorized but unissued
shares of Boots & Coot's $0.00001 par value Common Stock and concurrently
therewith LaSalle shall deliver or cause to be delivered to IWC Services
certificates evidencing the ownership of 1,000 shares of the issued and
outstanding capital stock of ABASCO, duly endorsed to IWC Services, such shares
representing all of the issued and outstanding capital stock of ABASCO.
7. ACTIONS AT THE CLOSING. At the closing, Boots & Xxxxx and LaSalle will
each deliver, or cause to be delivered, the shares of stock to be exchanged in
accordance with Section 6 of this Agreement and each party shall pay any and all
issuance, transfer or similar taxes required to be paid in connection with the
issuance and the delivery of their own securities. In addition to the
above-mentioned exchange of certificates, the following actions will take place
at the closing.
BOOTS & XXXXX WILL DELIVER TO LASALLE:
(a) Duly certified copies of corporate resolutions and other corporate
proceedings taken by Boots & Xxxxx to authorize the execution, delivery and
performance of this Agreement;
(b) The opinion of legal counsel provided for in Section 4(c) hereof;
(c) A certificate executed by a principal officer of Boots & Xxxxx
attesting to the fact that all of the representations and warranties of
Boots & Xxxxx are true and correct as of the Closing Date and that all of
the conditions to the obligations of LaSalle which are to be performed by
Boots & Xxxxx have been performed as of the Closing Date; and
(d) A certificate of corporate good standing for Boots & Xxxxx from
the State of Delaware which shall be dated no more than 60 days prior to
the Closing Date.
LASALLE AND ABASCO WILL DELIVER TO BOOTS & XXXXX:
(a) The opinion of legal counsel provided for in Section 3(e) hereof;
(b) A certificate of corporate good standing for ABASCO from the
Secretary of State of the State of Texas which shall be dated no more than
60 days prior to the Closing Date;
(c) A certificate by a principal officer of ABASCO and LaSalle that
each of the representations and warranties of LaSalle and ABASCO are true
and correct as of the Closing Date and that all of the conditions to the
obligations of Boots & Xxxxx which are to be performed by ABASCO and
LaSalle have been performed as of the Closing Date; and
(d) Resignations of all officers and directors of ABASCO.
8. CONDUCT OF BUSINESS. Between the date hereof and the Closing Date,
ABASCO shall conduct its business in the ordinary course consistent with past
practice and LaSalle will not permit ABASCO to (1) enter into any contract other
than in the ordinary course of business, or (2) declare or make any distribution
in the nature of a dividend or return of capital to LaSalle, without first
obtaining the written consent of Boots & Xxxxx.
9. RESTRICTIONS ON TRANSFER. LaSalle understands that because the Common
Stock has not been registered under the Act or any State Act, it must hold the
Common Stock indefinitely, and cannot dispose of any or all of the Common Stock
unless such Common Stock is subsequently registered under the Act and any
applicable State Act, or exemptions from registration are available. LaSalle
acknowledges and understands that it has no independent right to require Boots &
Xxxxx to register the shares of Common Stock. LaSalle further understands that
Boots & Xxxxx may, as a condition to the transfer of any of Common Stock,
require that the request for transfer by LaSalle be accompanied by an opinion of
counsel, in form and substance satisfactory to Boots & Xxxxx, provided at such
Shareholder's expense, to the effect that the proposed transfer is exempt from
registration under the Act and any applicable State Act.
10. REGISTRATION RIGHTS. Under the terms of the Private Offering Memorandum
dated August 7, 1997, Boots & Xxxxx is obligated to file a registration
statement under the Securities Act of 1933 for the registration of the Common
Stock issued in connection therewith as promptly as practicable, to use all
reasonable efforts to have such registration statement declared effective on or
before March 15, 1998, and to maintain the effectiveness of the registration
statement for a period of at least 6 months. Boots & Xxxxx hereby agrees to
include the shares of Common Stock issuable to LaSalle hereunder in such
registration statement on the same terms and conditions as set forth in the
Private Offering Memorandum and to xxxxx XxXxxxx all of the registration rights
and resale privileges enjoyed by purchasers of the Common Stock described in the
Private Offering Memorandum.
11. RESTRICTIVE LEGEND. All shares of Common Stock which are issued to
LaSalle pursuant to the terms of this Agreement shall be restricted securities
within the meaning of Regulation D promulgated under the Act. Boots & Xxxxx
shall issue stop transfer instructions to the transfer agent for its Common
Stock with respect to the Stock and shall place the following legend on the
certificates representing such stock:
"The shares represented by this certificate have been acquired
pursuant to a transaction effected in reliance upon an exemption under
the Securities Act of 1933, as amended (the "Act"), and have not been
the subject to a Registration Statement under the Act or any state
securities act. The securities may not be sold or otherwise
transferred in the absence of such registration or applicable
exemption therefrom under the Act or any applicable state securities
act."
12. ACCESS TO INFORMATION. Concurrently herewith, Boots & Xxxxx has
delivered to LaSalle correct and complete copies of all documents and records
requested by LaSalle. In addition, LaSalle have had the opportunity to ask
questions of, and receive answers from, officers and directors of Boots & Xxxxx,
and persons acting on its behalf concerning its business and has received
sufficient information relating to Boots & Xxxxx to enable it to make an
informed decision with respect to the acquisition of the Common Stock.
13. NO SOLICITATION. At no time was LaSalle presented with or solicited by
any leaflet, public promotion meeting, circular, newspaper or magazine article,
radio or television advertisement, or any other form of general advertising in
connection with its acquisition of the Common Stock.
14. EXPENSES. LaSalle and Boots & Xxxxx shall each pay their respective
expenses incident to this Agreement and the transactions contemplated herein,
including all fees of their counsel and accountants, whether or not such
transactions shall be consummated.
15. FINDERS. LaSalle shall indemnify and hold Boots & Xxxxx harmless
against and with respect to all claims or brokerage or other commissions
relative to this Agreement or the transactions contemplated herein, based on any
agreements, arrangements, or understandings claimed to have been made by LaSalle
or ABASCO with any third party. Boots & Xxxxx shall indemnify and hold LaSalle
harmless against and with respect to all claims for brokerage or other
commissions relative to this Agreement or the transactions contemplated herein,
based in any agreements, arrangements, or understandings claimed to have been
made by Boots & Xxxxx with any third party. Each party to this Agreement
represents and warrants to each other party that it has not dealt with and does
not know of any person, firm or corporation asserting a brokerage, finder's or
similar claim in connection with the making or negotiation of this Agreement or
the transactions contemplated herein.
16. ATTORNEY'S FEES. In the event of any litigation among the parties
related to this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and costs to be fixed by the Court, said fees to include appeal
and collection of judgment.
17. INDEMNIFICATION.
(a) LaSalle covenants and agrees that it will indemnify, hold harmless
and defend Boots & Xxxxx and IWC Services and their respective officers,
directors, employees, agents, consultants, representatives and affiliates
(collectively, the "Purchaser Indemnified Parties"), at all times from and
after the date of this Agreement, from and against any and all penalties,
demands, damages, punitive damages, losses, liabilities, suits, costs,
costs of any settlement or judgment, claims of any and every kind
whatsoever (including, without limitation, interest and penalties thereon),
and expenses (including, without limitation, reasonable attorneys' fees) of
or to any of the Purchaser Indemnified Parties ("Damages"), which may now
or in the future be paid, incurred or suffered by or asserted against the
Purchaser Indemnified Parties by any person or entity resulting or arising
from or incurred in connection with any one or more of the following:
1. any material misrepresentation, breach of warranty or
nonfulfillment of any covenant or agreement on the part of LaSalle
under this Agreement or from any misrepresentation in or omission from
any list, schedule, certificate or other instrument furnished or to be
furnished to Boots & Xxxxx pursuant to the terms of this Agreement. If
any representation or warranty or any covenant or agreement herein
contains any materiality qualifier with respect thereto, then any
materiality qualifier in such provision with respect thereto shall be
deemed not to apply and shall be read and interpreted as if the
qualification stated herein with respect to materiality was not
contained therein; and
2. all actions, suits, proceedings, demands, assessments,
adjustments, costs and expenses (including costs of court and
reasonable attorneys' fees) incident to any of the foregoing.
(b) Boots & Xxxxx and IWC Services covenant and agree that they will
indemnify, hold harmless and defend LaSalle and its officers, directors,
employees, agents, consultants, representatives and affiliates (collectively,
the "Seller Indemnified Parties"), at all times from and after the date of this
Agreement, from and against any and all penalties, demands, damages, punitive
damages, losses, liabilities, suits, costs, costs of any settlement or judgment,
claims of any and every kind whatsoever (including, without limitation, interest
and penalties thereon), and expenses (including, without limitation, reasonable
attorneys' fees) of or to any of the Seller Indemnified Parties ("Damages"),
which may now or in the future be paid, incurred or suffered by or asserted
against the Seller Indemnified Parties by any person or entity resulting or
arising from or incurred in connection with any one or more of the following:
1. any material misrepresentation, breach of warranty or
nonfulfillment of any covenant or agreement on the part of Boots & Xxxxx or
IWC Services under this Agreement or from any misrepresentation in or
omission from any list, schedule, certificate or other instrument furnished
or to be furnished to LaSalle pursuant to the terms of this Agreement. If
any representation or warranty or any covenant or agreement herein contains
any materiality qualifier with respect thereto, then any materiality
qualifier in such provision with respect thereto shall be deemed not to
apply and shall be read
and intepreted as if the qualification stated herein with
respect to materiality was not contained therein; and
2. all actions, suits, proceedings, demands, assessments, adjustments,
costs and expenses (including costs of court and reasonable attorneys'
fees) incident to any of the foregoing.
(c) Upon the discovery of facts giving rise to a claim for indemnity under
the provisions of this Agreement, including receipt by any Seller Indemnified
Party or Purchaser Indemnified Party (collectively, "Indemnified Parties") of
notice of any demand, assertion, claim, action or proceeding, judicial or
otherwise, by any person with respect to any matter as to which any of the
Indemnified Parties are entitled to indemnity under the provisions of this
Agreement (such actions being collectively referred to herein as the "Claim"),
such party will give prompt notice thereof in writing to the indemnifying party
together with a statement of such information respecting any of the foregoing as
it shall then have; provided that any delay in giving or failure to give such
notice shall not limit the Indemnified Party's rights to indemnity hereunder
execpt to the extent that the indemnifying party is shown to have been damaged
by such delay or failure.
(d) With respect to any Claim, the indemnifying party shall assume the
defense of any such proceeding, and shall have the sole discretion to settle or
defend any proceeding; provided that the Indemnified Party shall have the right
to approve any such settlement, which approval shall not be unreasonably
withheld and the indemnifying party shall pay the fees of one firm of defense
counsel unless such counsel determines a conflict exists in which case the
Indemnified Party shall have the right to engage separate counsel.
(e) The indemnifying party shall promptly pay to the Indemnified Party in
cash the amount of any Damages to which such Indemnified Parties may become
entitled by reason of the provisions of this Agreement.
18. MISCELLANEOUS
(a) This Agreement shall be controlled, construed and enforced in
accordance with the laws of the State of Texas.
(b) This Agreement shall not be assignable by either party without prior
written consent of the other.
(c) All paragraph headings herein are inserted for convenience only. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, which together shall constitute one and the same instrument.
(d) This Agreement sets forth the entire understanding between the parties,
there being no terms, conditions, warranties or representations other than those
contained herein, and no amendments hereto shall be valid unless made in writing
and signed by the parties hereto.
(e) This Agreement shall be binding upon and shall inure to the
benefit of the heirs, executors, administrators and assigns of Boots &
Xxxxx and LaSalle.
(f) All notices, requests, instructions, or other documents to be
given hereunder shall be in writing and sent by registered mail:
IF TO LASALLE: WITH COPIES TO:
LaSalle Cattle Company, Ltd.
0 Xxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
IF TO BOOTS & XXXXX: WITH COPIES TO:
Boots & Xxxxx International Well Xxxxxxx X. Xxxxxxxx, esq.
Control, Inc. 0000 Xxx Xxxxxx, Xxxxx 000
0000 Xxx Xxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
BOOTS & XXXXX INTERNATIONAL WELL CONTROL, INC.
By: /s/ Xxxxx Xxxxxx
-------------------------------
Its President
ABASCO, INC. LASALLE CATTLE COMPANY, LTD.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
------------------------------- -----------------------------
Its President Its General Partner
