Exhibit 10.1
SHARE EXCHANGE AGREEMENT
dated as of
October 1, 2010
between
ALTUS EXPLORATIONS INC.
and
UWD UNITAS WORLD DEVELOPMENT INC.
relating to the purchase and sale
of
100% of the Outstanding Stock
of
THE CANADIAN TACTICAL TRAINING ACADEMY INC.
SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "AGREEMENT") is dated as of October 1,
2010, by and between ALTUS EXPLORATION INC. A Nevada incorporated company (the
"BUYER") and UWS UNITAS WORLD DEVELOPMENT INC., a Federally incorporated
Canadian company (Collectively known as the "SELLER").
WITNESSETH:
WHEREAS the Seller, is the beneficial owner of all of the Shares (the
"SHARES") of THE CANADIAN TACTICAL TRAINING ACADEMY INC., a Federally
incorporated Canadian company (the "COMPANY") and desires to sell the Shares to
Buyer, and Buyer desires to purchase the Shares from Seller, upon the terms and
subject to the conditions hereinafter set forth.
WHEREAS the Buyer wishes to change its name to The Canadian Tactical
Training Academy Inc. or similar mutually agreeable name, assume the business of
the Company, and appoint the management of the Sellers as management of the
Buyer.
The parties hereto agree as follows:
Article 1
DEFINITIONS
Section 1.01. OTHER DEFINITIONAL AND INTERPRETATIVE PROVISIONS. Unless
specified otherwise, in this Agreement the obligations of any party consisting
of more than one Person are joint and several. The words "hereof", "herein" and
"hereunder" and words of like import used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof. References to Articles and
Sections are to Articles and Sections of this Agreement unless otherwise
specified. Any singular term in this Agreement shall be deemed to include the
plural, and any plural term the singular. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation," whether or not they are in fact
followed by those words or words of like import. "Writing," "written" and
comparable terms refer to printing, typing and other means of reproducing words
(including electronic media) in a visible form. References to any Person include
the successors and permitted assigns of that Person. References from or through
any date mean, unless otherwise specified, from and including or through and
including, respectively.
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Article 2
PURCHASE AND SALE AND TRANSFER OF RIGHTS
Section 2.01. PURCHASE AND SALE. Article 1 Upon the terms and subject to
the conditions of this Agreement, Seller agrees to sell to Buyer and Buyer
agrees to purchase from Seller, 100% of the outstanding shares (equivalent to
100% of the total common shares) of the Company in exchange for 80,000,000
shares of common stock of the Buyer issued to the Seller (or approx. 61.5% of
the issued and outstanding of the Buyer), the exact issuance as outlined in
Schedule A.
Section 2.02. CLOSING. Upon mutual execution of this document via
electronic counterparts with original copies to follow.
Article 3
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Seller makes the following representations and warranties to Buyer with
respect to the Company as of the date hereof (except to the extent expressly
relating to a specific date, in which event such representation or warranty
shall be made as of such date), which shall be unaffected by any investigation
heretofore or hereafter made by or on behalf of Buyer:
Section 3.01. CORPORATE EXISTENCE AND POWER. The Company is a corporation
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers required to carry on
its business as now conducted.
Section 3.02. CORPORATE AUTHORIZATION AND BINDING EFFECT. The execution,
delivery and performance by Seller of this Agreement, and the consummation by
each of the Sellers and the Company of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate and shareholder
action by each of the Sellers and the Company. Seller and the Company has full
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement and each Related Agreement to which it is
a party has been duly executed and delivered by Seller and the Company and,
assuming due and valid authorization, execution and delivery thereof by Buyer,
this Agreement is a valid and binding obligation of Seller and the Company party
thereto, enforceable in accordance with its terms and conditions.
Section 3.03. GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by the Seller of this Agreement and the consummation by the Seller
of the transactions contemplated hereby require no action by or in respect of,
or filing with, any Governmental Authority.
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Section 3.04. NONCONTRAVENTION. The execution, delivery and performance by
the Seller of this Agreement and the consummation by Seller and the Company of
the transactions contemplated hereby and thereby do not and will not (i)
contravene or conflict with the certificates or articles of incorporation or
bylaws of the Seller or the Company; (ii) contravene or conflict with or
constitute a violation of any provision of any Law binding upon or applicable to
the Seller or the Company or any of their respective properties or assets; (iii)
result in a violation or a breach of, or constitute a default or require any
consent under or give rise to a right of termination, cancellation or
acceleration of any right or obligation of the Company or to a loss of any
benefit to which the Company is entitled under any provision of any note, bond,
mortgage, indenture, lease, agreement, contract, obligation or other instrument
to which the Company is bound, or any license, franchise, permit or other
similar authorization held by the Company; or (iv) result in the creation or
imposition of any Lien on any asset of the Company, except for any Permitted
Liens.
Section 3.05. CAPITALIZATION. All outstanding shares of capital stock of
the Company are duly authorized, validly issued, fully paid, nonassessable and
free from preemptive rights. Except as set forth in this Article 1(v), there are
no outstanding (v) shares of capital stock or other voting securities of or
other ownership interests in the Company; (vi)) securities of the Company
convertible into or exchangeable for shares of capital stock or voting
securities of or other ownership interests in the Company; or (vii) options or
other rights to acquire from the Company, or any obligation of the Company to
issue, transfer or sell, any capital stock or voting securities of or other
ownership interests in the Company or securities convertible into or
exchangeable for capital stock or voting securities of or other ownership
interests in the Company (the items in clauses (v), (vi) and (vii) being
referred to collectively as the "COMPANY SECURITIES"). There are no outstanding
obligations of the Company to repurchase, redeem or otherwise acquire any
Company Securities. The Company does not have any Subsidiaries.
Section 3.06. OWNERSHIP OF SHARES. Seller is the record and beneficial
owner of the Shares, free and clear of any Lien, and will transfer and deliver
to Buyer at the Closing valid title to the Shares, free and clear of any Lien.
Section 3.07. PERMITS; COMPLIANCE. The Company is in possession of all
franchises, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates, approvals, clearances and orders of any
Governmental Authority necessary for the Company to operate its business as
currently conducted, to own, lease and operate its properties and to carry on
the Business (the "COMPANY PERMITS") and the use and operation by the Company of
its properties and the conduct of the Business comply with the requirements and
conditions of all Company Permits.
Section 3.08. FINANCIAL STATEMENTS. Article 2 The Company has unaudited
consolidated financial statements of the Company as of December 31, 2009,
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(collectively, the "FINANCIAL STATEMENTS"), the financial position of the
Company as of the dates thereof and their consolidated results of operations,
cash flows and stockholders equity for the periods then ended.
Section 3.09. BOOKS AND RECORDS. The books of account, minute books and
stock record books of the Company are complete and correct in all material
respects and have been maintained in accordance with reasonable and customary
business practices. The minute books of the Company contain records that are
complete and correct in all material respects of all meetings of, and corporate
action taken by (including all actions by unanimous written consent), the
shareholders and directors of the Company since inception. True and complete
copies of all minute books and all stock record books of the Company have
heretofore been made available to Buyer.
Section 3.10. ABSENCE OF CERTAIN CHANGES. The Company has conducted its
business in the ordinary course consistent with past practices and there has not
been:
(a)any event, occurrence or development which has had a Company Material
Adverse Effect;
(b)any declaration, setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of the Company, or any
repurchase, redemption or other acquisition by the Company of any outstanding
shares of capital stock or other securities of, or other ownership interests in,
the Company;
(c)any amendment of any material term of any outstanding security of the
Company;
(d)any incurrence, assumption, amendment or guarantee by the Company of any
indebtedness for borrowed money, or any foreign currency, hedging, financial
derivatives or similar transactions, other than in the ordinary course of
business and consistent with past practices;
(e)any creation or assumption by the Company of any Lien, other than
Permitted Liens, on any asset of the Company;
(f)Article 3 any making of any loan, advance or capital contribution to or
investment in any Person by the Company other than loans, advances, capital
contributions or investments made in the ordinary course of business consistent
with past practices or (i) any amendment of the terms of any loan to executive
officers or directors;
(g)any transaction or commitment made, or any contract or agreement entered
into, by the Company relating to its assets or the Business (including the
acquisition or disposition of any assets), in either case, material to the
Company, other than transactions and commitments in the ordinary course of
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business consistent with past practices and those contemplated by this
Agreement;
(h)any material change in any method of accounting or accounting practice
by the Company.
(i)any payment, discharge or satisfaction of any material claim, liability
or obligation, except in the ordinary course of business or pursuant to the
terms of any Material Contract;
(j)any material modification to a Material Contract;
(k)except as required under applicable law or pursuant to existing
agreements, any (ii) grant of any severance or termination pay to any director,
officer or employee of the Company, (iii) increase in compensation, bonus or
other benefits payable under any severance or retirement or termination pay
policies of the Company, (iv) entering into of any employment, deferred
compensation or other similar agreement (or any amendment to any such existing
agreement) with any director, officer or employee of the Company or (v) adoption
of any new Employee Plan or modification of any Employee Plan, in the case of
each of clauses (ii) through (v), other than in the ordinary course of business
consistent with past practices; or
(l)any disposal or lapse of any rights to the use of any Intellectual
Property Right, which would have a Company Material Adverse Effect.
Section 3.11. NO UNDISCLOSED MATERIAL LIABILITIES. There are no liabilities
or obligations of the Company of any kind, other than:
(a)liabilities or obligations disclosed or provided for in the Balance
Sheet or the notes thereto;
(b)liabilities or obligations incurred in the ordinary course of business
since the Balance Sheet Date;
(c)liabilities or obligations under this Agreement; and
(d) other liabilities or obligations which in the aggregate would not have
a Company Material Adverse Effect.
Section 3.12. LITIGATION. As of the date of this Agreement, there is no
judicial or administrative action, suit or proceeding pending, or to the
Knowledge of Seller, threatened against the Company or relating to the Business,
any of the Company's properties or any of the officers or directors of such
companies before any court or arbitrator or before or by any Governmental
Authority that would, individually or in the aggregate, have a Company Material
Adverse Effect. The Company is not subject to any judgment, order or decree that
would result in a Company Material Adverse Effect.
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Section 3.13. TAXES. Article 4 The Company has also separately filed all
material Tax Returns that it was required to file for each taxable period. All
such Tax Returns were timely filed, correct and complete in all material
respects and were prepared in substantial compliance with all applicable laws
and regulations. The Company has paid all material Taxes shown or required to be
shown on such separate Tax Returns.
(b) There are no Liens for Taxes (other than Taxes not yet due and payable)
upon any of the assets of the Company.
(c) The Company has withheld and paid all employment, sales, use and other
Taxes required to have been withheld and paid in connection with any amounts
paid or owing to any employee, independent contractor, creditor or other third
party.
(d) There is no pending or any threatened dispute or claim concerning any
material Tax liability of the Company for any taxable period during which the
Company was a member of the Seller's Affiliated Group.
(i) EMPLOYEES. The company does not nor has ever had any employees.
Section 3.14. CERTAIN BUSINESS PRACTICES. Neither the Company nor any of
its directors, officers employees or any other person authorized to act on
behalf of the Company has used any corporate funds for unlawful contributions,
gifts, entertainment or other unlawful expenses relating to political activity,
made any unlawful payment to foreign or domestic government officials or
employees or to foreign or domestic political parties or campaigns from
corporate funds, violated any provision of the Foreign Corrupt Practices Act of
1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback
or other similar unlawful payment to any foreign or domestic government official
or employee from corporate funds.
Section 3.15. ENVIRONMENTAL MATTERS. Article 5 Except as to matters that
would not have a Company Material Adverse Effect:
(i) no complaint has been filed, no penalty has been assessed, and no
third-party investigation, claim, suit, proceeding or review is pending or is
threatened by any Governmental Authority or other Person against the Company
and, in each case, alleging or relating to any violation by the Company of any
Environmental Law;
(ii) the Company is in compliance with all Environmental Laws and has
obtained and is in compliance with all permits, licenses, franchises,
certificates, approvals and other similar authorizations of any Governmental
Authority (collectively, "ENVIRONMENTAL PERMITS") required by Environmental Laws
to conduct the Business;
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COMPLIANCE WITH LAWS AND COURT ORDERS. The Company is in compliance with
all, and is not under investigation with respect to applicable Laws.
Section 3.16. EMPLOYEE MATTERS. The Company is in compliance in all
material respects with all applicable Laws respecting employment and employment
practices, terms, and conditions of employment, and wages and hours and is not
engaged in any unfair labor practice.
Section 3.17. TITLE TO ASSETS; LIENS. The Company has good title to all the
properties and assets reflected in the Balance Sheet and all assets purchased by
the Company since the Balance Sheet Date free and clear of all Liens (other than
Permitted Liens). At the time of the Closing, the assets of the Company, taken
together with the rights and benefits to Buyer arising under the Related
Agreements, shall be adequate in all material respects to allow Buyer at such
time to conduct the Business substantially as it is currently being conducted.
Section 3.18. REAL PROPERTY. The Company has no title to any real property.
(a)To Seller's Knowledge, there is no structural defect in any of the Real
Property or the improvements thereon.
Section 3.19MATERIAL CONTRACTS. Article 6 The Company is not a party to or
bound by any agreement or contract except as disclosed.
(b) Each agreement, contract, plan, lease, arrangement or commitment
required to be disclosed pursuant to this Section (collectively, "MATERIAL
CONTRACTS") is a valid and binding agreement of the Company and is in full force
and effect, and none of the Company or, to the Knowledge of Seller, any other
party thereto is in default or breach in any respect under the terms of any such
agreement, contract, plan, lease, arrangement or commitment.
Section 3.20. INSURANCE. Seller has made available to Buyer copies of all
insurance policies providing coverage in favor of the Company or any of its
properties, including "all risk" insurance policies (collectively, the
"INSURANCE POLICIES"). There are no material claims by the Company pending under
any of the Insurance Policies as to which coverage has been questioned, denied
or disputed by the underwriters of such policies or in respect of which such
underwriters have reserved their rights. As of the date hereof, all Insurance
Policies are in full force and effect, all premiums due thereon have been paid
and the Company is in compliance in all material respects with the terms and
provisions of the Insurance Policies.
Section 3.21. INTELLECTUAL PROPERTY. Article 7 No Company Intellectual
Property Right is subject to any outstanding judgment, injunction, order, decree
or agreement restricting the use thereof by the Company or restricting the
licensing thereof by the Company to any Person.
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(b) Except as expressly disclosed to Buyer, the Company has the sole and
exclusive right to use the Company Intellectual Property Rights, and no consent
of any third party is required for the use thereof by the Company following
Closing. To the Knowledge of Seller, no claims have been asserted by any person
challenging the use of any Company Intellectual Property Rights, or challenging
or questioning the validity or effectiveness of any such license or agreement.
No additional Intellectual Property Rights other than the Company Intellectual
Property Rights are necessary or material to the conduct of the Business.
Article 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby makes the following representations and warranties to the
Sellers as of the date hereof (except to the extent expressly relating to a
specific date, in which event such representation or warranty shall be made as
of such date), which shall be unaffected by any investigation heretofore or
hereafter made.
Section 4.01. CORPORATE EXISTENCE AND POWER. Buyer is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers required to carry on
its business as now conducted.
Section 4.02. CORPORATE AUTHORIZATION. The execution, delivery and
performance by Buyer of this Agreement and each Related Agreement to which it is
a party and the consummation by Buyer of the transactions contemplated hereby
and thereby have been duly authorized by all necessary corporate and shareholder
action by Buyer. Buyer has full power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been duly
executed and delivered by Buyer and, assuming due and valid authorization,
execution and delivery thereof by each Seller party thereto, this Agreement is a
valid and binding obligation of Buyer, enforceable in accordance with its terms
and conditions.
Section 4.03. GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by Buyer of this Agreement and each Related Agreement and the
consummation by Buyer of the transactions contemplated hereby and thereby
require no action by or in respect of, or filing with, any Governmental
Authority
Section 4.04. NONCONTRAVENTION. The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the transactions
contemplated hereby do not and will not (i) contravene or conflict with the
articles of incorporation or bylaws of Buyer, (ii) assuming compliance with the
matters referred to in 4.03, contravene or conflict with or constitute a
violation of any provision of any Law binding upon or applicable to Buyer, (iii)
result in
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a violation or a breach of, or constitute a default or require any consent under
or give rise to a right of termination, cancellation or acceleration of any
right or obligation of Buyer or to a loss of any benefit to which Buyer is
entitled under any provision of any note, bond, mortgage, indenture, lease,
agreement, contract, obligation or other instrument to which Buyer is bound, or
any license, permit or other similar authorization held by Buyerj.
Section 4.05. LITIGATION. As of the date of this Agreement, there is no
judicial or administrative action, suit or proceeding pending, or to the
knowledge of Buyer, threatened against Buyer before any Governmental Authority
which in any manner challenges or seeks to prevent, enjoin, alter or materially
delay the transactions contemplated by this Agreement.
Article 5
COVENANTS OF THE SELLERS
Each of the Sellers agrees that:
Section 5.01. CONDUCT OF THE COMPANY. Except as expressly contemplated by
this Agreement or as otherwise consented to by Buyer in writing, during the
period from the date hereof and continuing, each of the Sellers shall cause the
Company to:
(a)conduct its business in the usual, regular and ordinary course
consistent with past practices;
(b)not mortgage, pledge, sell or dispose of any assets with a value of
$3,000 or more in the aggregate, and not waive, release, grant, transfer or
permit to lapse any Company rights of value in excess of $5,000 in the
aggregate;
(c)comply in all material respects with all provisions of any Material
Contracts to which the Company is a party;
(d)not take any action that would result in the representation set forth in
Article 3(ii) being untrue;
(e)not enter into any new or amended contract, agreement, side letter or
memorandum of understanding with any unions representing employees of the
Company;
(f)not enter into any agreement or understanding with any other Person
outside of the ordinary course of business consistent with past practices
involving expenditures in excess of $3,000 in the aggregate or involving terms
of duration or commitments in excess of 3 months;
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(g)not enter into any agreement or understanding with any other Person
containing any exclusivity, non-competition or similar provisions that would
materially restrict the ability of the Company to compete;
(h)not adopt or propose any change in its organizational documents
(including bylaws); and
(i)not merge or consolidate with any other Person.
Section 5.02. ACCESS TO INFORMATION; CONFIDENTIALITY.
(a)After the Closing, Seller will hold, and will use their best efforts to
cause their respective officers, directors, employees, accountants, counsel,
consultants, advisors and agents to hold, in confidence, unless compelled to
disclose by judicial or administrative process or by other requirements of law,
all confidential documents and information concerning the Company, except to the
extent that such information can be shown to have been (iv) previously known on
a nonconfidential basis by either Seller, (v) in the public domain through no
fault of Sellers or their Affiliates or (vi) later lawfully acquired by any
Seller from sources other than those related to its prior ownership of the
Company. The obligation of Sellers and their Affiliates to hold any such
information in confidence shall be satisfied if they exercise the same care with
respect to such information as they would take to preserve the confidentiality
of their own similar information.
(b)On and after the Closing Date, Seller will afford, promptly to Buyer and
its agents reasonable access to its books of account, financial and other
records (including accountant's work papers), information, employees and
auditors to the extent reasonably necessary for Buyer in connection with any
audit, investigation, dispute or litigation (other than any dispute or
litigation involving either of the Sellers) relating to the Business; PROVIDED
that any such access by Buyer shall be conducted during normal business hours
and shall not unreasonably interfere with the conduct of the business of the
Sellers, Buyer shall bear all of the out-of-pocket costs and expenses (including
reasonable attorneys' fees, but excluding reimbursement of Seller for general
overhead, salaries and employee benefits) reasonably incurred in connection with
the foregoing.
Section 5.03. NOTICES OF CERTAIN EVENTS. From the date hereof, Seller shall
promptly notify Buyer of:
(a)any actions, suits, claims, investigations or proceedings Article 8
commenced against the Company or Article 9 in respect of which the Company has
an indemnification obligation and as to which Seller has Knowledge that, if
pending on the date of this Agreement, would have been required to have been
disclosed pursuant to 3.12.
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Article 6
COVENANTS OF BUYER
Buyer agrees that:
Section 6.01. CONFIDENTIALITY. Prior to the Closing Date and after any
termination of this Agreement, Buyer and its Affiliates will hold, and will use
their best efforts to cause their respective officers, directors, employees,
accountants, counsel, consultants, advisors and agents to hold, in confidence
all confidential documents and information concerning the Company furnished to
Buyer or its Affiliates in connection with the transaction contemplated by this
Agreement.
Section 6.02. TRADEMARKS; TRADENAMES. Buyer shall not permit the Company to
use any of the marks or names of Seller that the parties agree shall belong to
Seller after closing.
Article 7
COVENANTS OF BUYER AND THE SELLERS
Buyer and the Sellers agree that:
Section 7.01. BEST EFFORTS; FURTHER ASSURANCES. Article 10 Subject to the
terms and conditions of this Agreement, Buyer and the Sellers will use their
best efforts to take, or cause to be taken, all actions and to do, or cause to
be done, all things necessary or desirable under applicable laws and regulations
to consummate the transactions contemplated by this Agreement. Seller and Buyer
shall, and the Sellers shall cause the Company prior to the Closing, and Buyer
shall cause the Company after the Closing, to execute and deliver such other
documents, certificates, agreements and other writings and to take such other
actions as may be necessary or desirable in order to consummate or implement
expeditiously the transactions contemplated by this Agreement.
Section 7.02. PUBLIC ANNOUNCEMENTS. The parties agree to consult with each
other before issuing any press release or making any public statement with
respect to this Agreement or the transactions contemplated hereby and, except
for any press releases and public announcements the making of which may be
required by applicable law or any listing agreement with any national securities
exchange, will not issue any such press release or make any such public
statement prior to such consultation..
Section 7.03 OPERATIONAL AGREEMENT. Both parties agree that within 90 days
of closing an operational partnership agreement shall be in place, inclusive of
employment agreements for principal officers of the Seller. Buyer and Seller
have to date negotiated most of the terms of the agreement and will use their
best faith efforts to complete and ratify said agreement. In the event of a
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failure to complete an agreement Seller retains the right to purchase the shares
sold to the Buyer for an equal amount of consideration expended by the Buyer.
Article 8
EMPLOYEE BENEFITS
Section 8.01. EMPLOYEE BENEFITS. Nothing herein shall be construed to
require the Company or Buyer to continue after Closing the employment of any
Company employee or to otherwise interfere with the Company's right to terminate
any such employees at any time after Closing.
Article 9
CONDITIONS TO CLOSING
Section 9.01. CONDITIONS TO OBLIGATIONS OF BUYER AND THE SELLERS. The
obligations of Buyer and the Sellers to consummate the Closing are subject to
the satisfaction of the following conditions:
(a)no provision of any Law shall prohibit the consummation of the Closing;
(b)there shall not be in effect any Law enacted, enforced, promulgated,
issued or deemed applicable to the transactions contemplated hereby of any
Governmental Authority that makes illegal or otherwise materially restrains or
prohibits the consummation of the transactions contemplated hereby.
Section 9.02. CONDITIONS TO OBLIGATION OF BUYER. The obligation of Buyer to
consummate the Closing is subject to the satisfaction of the following further
conditions:
(a)the Seller shall have performed or complied with in all material
respects all of the covenants and agreements required to be performed by it on
or prior to the Closing Date under this Agreement, and the representations and
warranties of the Seller set forth in this Agreement shall be true at and as of
the Closing Date as if made at and as of such time (except as to any
representation or warranty which speaks as of a specific date, which must be
true as of such date;
(b)there shall not have occurred any Company Material Adverse Effect after
the date hereof which is continuing on the Closing Date;
(c)Buyer shall have received all documents it may reasonably request
relating to the existence of the Seller and the authority of the Seller for this
Agreement, all in form and substance reasonably satisfactory to Buyer; and
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Section 9.03. CONDITIONS TO OBLIGATION OF THE SELLERS. The obligation of
the Sellers to consummate the Closing is subject to satisfaction of the
following further conditions:
(a)Buyer shall have performed or complied with in all material respects all
of the covenants and agreements required to be performed by it on or prior to
the Closing Date under this Agreement, and the representations and warranties of
Buyer set forth in this Agreement shall be true at and as of the Closing Date as
if made at and as of such time (except as to any representation or warranty
which speaks as of a specific date, which must be true as of such date); and
(b)the Seller shall have received all documents it may reasonably request
relating to the existence of Buyer and the authority of Buyer for this
Agreement, all in form and substance reasonably satisfactory to the Sellers.
Article 10
SURVIVAL; INDEMNIFICATION
Section 10.01. SURVIVAL. Except as specifically set forth below, the
representations and warranties of the parties hereto contained in this Agreement
or in any certificate or other writing delivered pursuant hereto or in
connection herewith shall survive the Closing until the first anniversary of the
Closing Date. The covenants and agreements of the parties hereto contained in
this Agreement or in any certificate or other writing delivered pursuant hereto
or in connection herewith shall survive the Closing indefinitely or for the
shorter period explicitly specified therein, except that for such covenants and
agreements that survive for such shorter period, breaches thereof shall survive
indefinitely or until the latest date permitted by law. Notwithstanding the
preceding sentences, any breach of representation, warranty, covenant or
agreement in respect of which indemnity may be sought under this Agreement shall
survive the time at which it would otherwise terminate pursuant to the preceding
sentences, if notice of the inaccuracy or breach thereof giving rise to such
right of indemnity shall have been given to the party against whom such
indemnity may be sought prior to such time.
Section 10.02. INDEMNIFICATION. Article 11 Effective at and after the
Closing, Seller hereby indemnifies Buyer and its Affiliates against and agrees
to hold each of them harmless from any and all damage, loss and expense
(including reasonable expenses of investigation and reasonable attorneys' fees
and expenses and any fines or penalties imposed) ("DAMAGES", which shall not
include amounts subject to indemnification by the Sellers) actually suffered by
Buyer or any of its Affiliates arising out of any misrepresentation or breach of
representation or warranty (each such misrepresentation and breach, a "WARRANTY
BREACH") or breach of covenant or agreement made or to be performed by the
Sellers pursuant to this Agreement.
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(b)Effective at and after the Closing, Buyer hereby indemnifies Seller and
its Affiliates against and agrees to hold each of them harmless from any and all
Damages actually suffered by Seller or any of its Affiliates arising out of any
Warranty Breach or breach of covenant or agreement made or to be performed by
Buyer pursuant to this Agreement.
Section 10.03. PROCEDURES. Article 12 The party seeking indemnification
under Article 11 (the "INDEMNIFIED PARTY") agrees to give prompt notice to the
party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the
assertion of any claim, or the commencement of any suit, action or proceeding
("CLAIM") in respect of which indemnity may be sought under such Section and
will provide the Indemnifying Party such information with respect thereto that
the Indemnifying Party may reasonably request. The failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party of its obligations
hereunder, except to the extent such failure shall have adversely affected the
Indemnifying Party.
(b)The Indemnifying Party shall be entitled to participate in the defense
of any Claim asserted by any third party ("THIRD PARTY CLAIM") and, subject to
the limitations set forth in this Section, shall be entitled to assume the
control of and appoint lead counsel for such defense, in each case at its
expense.
(c)If the Indemnifying Party shall assume the control of the defense of any
Third Party Claim in accordance with the provisions of this Article 12, (i) the
Indemnifying Party shall obtain the prior written consent of the Indemnified
Party (which shall not be unreasonably withheld, delayed or conditioned) before
entering into any settlement of such Third Party Claim, but only if the
settlement does not release the Indemnified Party from all liabilities and
obligations with respect to such Third Party Claim or if the settlement imposes
injunctive or other equitable relief against the Indemnified Party, and (ii) the
Indemnified Party shall be entitled to participate in the defense of such Third
Party Claim and to employ separate counsel of its choice for such purpose. The
fees and expenses of such separate counsel shall be paid by the Indemnified
Party. The Indemnifying Party shall have no indemnification obligations with
respect to any Third Party Claim that shall be settled by the Indemnified Party
without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably withheld, delayed or conditioned.
(d)Each party shall cooperate, and cause their respective Affiliates to
cooperate, in the defense or prosecution of any Third Party Claim and shall
furnish or cause to be furnished such records, information and testimony, and
attend such conferences, discovery proceedings, hearings, trials or appeals, as
may be reasonably requested in connection therewith. The Indemnified Party shall
keep the Indemnifying Party fully informed of the defense of any Third Party
Claim conducted by such Indemnified Party.
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(e)Each Indemnified Party shall use reasonable efforts to collect any
amounts available under insurance coverage, or from any other Person alleged to
be responsible, for any Damages payable under Article 11.
Section 10.04. KNOWLEDGE. Notwithstanding anything in this Agreement to the
contrary, the rights of the parties to indemnification based on the
representations and warranties set forth in this Agreement shall not be affected
by any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) about the accuracy or inaccuracy of or compliance
with, any such representation or warranty.
Article 11
TERMINATION
Section 11.01. GROUNDS FOR TERMINATION. This Agreement may be terminated at
any time prior to the Closing:
(a)by mutual written agreement of Seller and Buyer;
(b)by either Seller or Buyer if consummation of the transactions
contemplated hereby would violate any nonappealable final order, decree or
judgment of any Governmental Authority having competent jurisdiction; or
(c)by Buyer if (iii) Seller shall have filed a petition for relief under
the Bankruptcy Code prior to the Closing or (iv) an involuntary petition for
relief under the Bankruptcy Code is filed against Seller prior to the Closing by
any party other than (x) Buyer or its Affiliates or (y) any Person acting at the
direction of or in concert with Buyer or its Affiliates and such petition is not
dismissed prior to the Closing;
(d) by Buyer if the Company does not raise at least $1,000,000 in equity or
debt within 12 months of the date of this Agreement.
The party desiring to terminate this Agreement pursuant to clauses of this
11.01 shall give notice of such termination to the other party.
Section 11.02. EFFECT OF TERMINATION. If this Agreement is terminated as
permitted by 11.01, such termination shall be without liability of any party (or
any stockholder, director, officer, employee, agent, consultant or
representative of such party) to any other party to this Agreement; provided
that if such termination shall result from either party's willful (v) failure to
fulfill a condition to the performance of the obligations of the other party,
(vi) failure to perform a covenant set forth in this Agreement or (vii) breach
of any representation or warranty or agreement contained herein, such failing or
breaching party shall be fully liable for any and all Damages incurred or
suffered by the other party as a result of such failure or breach. The
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provisions of 6.01, 12.03, 12.05, 12.06 and shall survive any termination hereof
pursuant to 11.01.
Article 12
MISCELLANEOUS
Section 12.01. NOTICES. All notices and other communications hereunder
shall be in writing (including facsimile transmission, with confirmation of
receipt) and shall be deemed to have been duly given (viii) when delivered
personally or by facsimile, (ix) when received by the addressee, if sent by
Express Mail, Federal Express or other express delivery service (receipt
requested), or (x) three business days after being sent by registered or
certified mail, return receipt requested, in each case to the other party at the
following addresses (or to such other address for a party as shall be specified
by like notice, provided that notices of a change of address shall be effective
only upon receipt thereof) PROVIDED that any communication by facsimile shall be
confirmed by a copy sent via overnight mail to the physical address of the
recipient set forth above. All such notices, requests and other communications
shall be deemed received on the date of receipt by the recipient thereof if
received prior to 5 p.m. in the place of receipt and such day is a Business Day
in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding Business Day
in the place of receipt.
Section 12.02. AMENDMENTS AND WAIVERS. Article 13 Any provision of this
Agreement may be amended or waived only if such amendment or waiver is in
writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.
(b)No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
Section 12.03. EXPENSES. Except as otherwise provided herein, all costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense.
Section 12.04. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto.
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Section 12.05. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws and courts of the State of Nevada, without
regard to the conflicts of law rules of such country.
Section 12.06. JURISDICTION. The parties hereto agree that any suit, action
or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the State of Nevada. In any such suit,
action or proceeding each party irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in any such court or that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum.
Section 12.07. COUNTERPARTS; EFFECTIVENESS; THIRD-PARTY BENEFICIARIES. This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. No provision of this Agreement is intended to confer any
rights, benefits, remedies, obligations or liabilities hereunder upon any Person
other than the parties hereto and their respective successors and assigns.
Section 12.08. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.
Section 12.09. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic and legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such
a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
THE BUYER:
By:
-----------------------------------------
Name:
Title:
ALTUS EXPLORATIONS INC.
THE SELLER:
By:
-----------------------------------------
Name:
Title:
UWD UNITAS WORLD DEVELOPMENT INC.
THE COMPANY:
By:
-----------------------------------------
Name:
Title:
THE CANADIAN TACTICAL TRAINING ACADEMY INC.
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SCHEDULE A:
ISSUANCE OF SHARES
NAME AMOUNT OF SHARES TO BE SOLD AMOUNT OF SHARES TO BE ISSUED
---- --------------------------- -----------------------------
UWD UNITAS WORLD 450 Common Shares 80,000,000 Common Shares
DEVELOPMENT INC.
