Exhibit 10.50
PURCHASE AGREEMENT
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Dated as of August , 2006
THIS PURCHASE AGREEMENT is made by and between STANFORD INTERNATIONAL BANK
LIMITED, a bank organized under the laws of Antigua ("Stanford"); and AMERICAN
LEISURE HOLDINGS, INC., a Nevada corporation ("AMLH").
RECITALS
X. Xxxxxxxx is the owner of a certain Promissory Note of even date in the
principal amount of US$750,000 made by Xxxxx Xxxx ("Xxxx") in favor of Stanford
(the "Note").
X. Xxxxxxxx received the Xxxx Note pursuant to the terms of a Purchase
Agreement of even date between Stanford and Xxxx (the "Xxxx Purchase
Agreement"), pursuant to which Stanford sold its interest in Vici Marketing
Group, LLC ("Vici") to Xxxx.
X. Xxxxxxxx desires to sell the Note to AMLH and AMLH desires to acquire
the Note, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Purchase and Sale of Notes
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1.1 Purchase of Notes. Immediately upon the execution and delivery of
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this Agreement, Stanford will sell, assign and deliver the Note to AMLH (or
its designee), and AMLH (or its designee) will purchase and accept the
Note.
1.2 Consideration for Note. In consideration of the sale of the Note,
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AMLH will issue to Stanford: (i) 235,000 shares of the common stock of AMLH
(the "Common Shares"); and (ii) a five-year warrant to purchase 235,000
shares of AMLH common stock at an exercise price of $20 per share (the
"Warrant").
1.3 Delivery of Common Stock. Immediately upon the execution and
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delivery of this Agreement, AMLH will deliver certificates evidencing the
Common Shares.
2. Additional Agreements
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2.1 Delivery of Documents. Immediately upon the execution and delivery
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of this Agreement, the parties will deliver the following documents:
(a) Stanford will deliver to AMLH the original Note, duly
endorsed for transfer to AMLH or its designee, as well as an
assignment of its rights under the Xxxx Purchase Agreement.
(b) AMLH will deliver to Stanford and/or its assignees the
Warrant and certificates evidencing the Common Shares.
2.2 Related Transactions. The parties acknowledge and agree that the
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consummation of the transactions contemplated by this Agreement shall occur
simultaneously with the consummation of the transactions contemplated by:
(i) the Purchase Agreement of even date by and between Stanford, Xxxx and
Vici, pursuant to which Xxxx will acquire from Stanford its interest in
Vici, and (ii) the Marketing Services Agreement of even date by and between
AMLH, American Leisure Homes, Inc. and Xxxx pursuant to which Xxxx will be
engaged to provide certain marketing services to American Leisure Homes
Inc.
3. REPRESENTATIONS AND WARRANTIES OF STANFORD.
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Stanford hereby represents and warrants to AMLH as follows:
3.1 Ownership of Note. Stanford owns the Note beneficially and of
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record and will deliver the Note to AMLH, free and clear of all liens,
charges, claims, encumbrances, pledges, security interests, community
property rights, equities, liabilities, debts, restrictions on transfer or
other defects in title of any kind or nature.
3.2 Authority to Enter into Agreement; Enforceability. Stanford has
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the right, power, legal capacity and authority to enter into and carry out
the terms and provisions of this Agreement and the other agreements to be
entered into by Stanford in connection with the consummation of this
Agreement, without obtaining the approval or consent of any party or
authority. This Agreement and such other agreements constitute the legal,
valid and binding agreements of Stanford, enforceable against it in
accordance with their terms.
3.3 Compliance with Laws and Other Instruments. Neither the execution
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and delivery of this Agreement or any other agreement to be entered into by
Stanford pursuant to this Agreement, nor the consummation of the
transactions contemplated by this Agreement or such other agreements, will
conflict with, or result in a violation or breach of, or constitute a
default under, any term or provision of any order, judgment, injunction,
decree, license, permit, statute, ordinance, rule or regulation of any
court or any governmental or regulatory authority or any indenture,
mortgage, deed of trust, lease, contract, instrument, commitment or other
agreement or arrangement to which Stanford is a party or by which it or its
properties are bound.
4. REPRESENTATIONS AND WARRANTIES OF AMLH. AMLH represents and warrants to
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Stanford as follows:
4.1 Authority to Enter into Agreement; Enforceability. AMLH has the
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right, power, legal capacity and authority to enter into and carry out the
terms of this Agreement and the other agreements to be entered into by AMLH
pursuant to the terms of this Agreement without obtaining the approval or
consent of any party or authority. This Agreement and such other agreements
constitute the legal, valid and binding agreements of AMLH, enforceable
against AMLH in accordance with their respective terms.
4.2 Compliance with Laws and Other Instruments. Neither the execution
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and delivery of this Agreement or any other agreement to be entered into by
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AMLH pursuant to this Agreement, nor the consummation of the
transactions contemplated by this Agreement or such other agreements, will
conflict with, or result in a violation or breach of, or constitute a
default under, any term or provision of the articles of incorporation,
bylaws or any order, judgment, injunction, decree, license, permit,
statute, ordinance, rule or regulation of any court or any governmental or
regulatory authority or any indenture, mortgage, deed of trust, lease,
contract, instrument, commitment or other agreement or arrangement to which
AMLH is a party or by which it or its properties are bound.
4.3 "AS IS" Transaction. AMLH acknowledges and understands that
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Stanford is selling the Note "AS IS," without recourse to Stanford, and
that Stanford has not made any representation or warranty regarding the
Note except for those representations and warranties set forth in Section 3
above. Specifically, AMLH acknowledges and understands that Stanford has
not made any representation or warranty regarding the collectibility of the
Note.
5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
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representations, warranties and agreements made by the parties in this Agreement
will survive the execution, delivery and performance of this Agreement and any
investigations, inspections or examinations made by or on behalf of the parties.
All such representations and warranties will remain in full force and effect
until the expiration of the applicable statute of limitations.
6. MISCELLANEOUS.
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6.1 THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT
LIMITED TO ANY CLAIMS, CROSS CLAIMS OR THIRD PARTY CLAIMS) ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF EITHER PARTY.
6.2 Expenses. Except as otherwise provided by this Agreement, all
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legal and other costs and expenses incurred in connection with this
Agreement and the transactions contemplated herein will be paid by each
party as each such party incurs such expenses.
6.3 Notices. Any notice or other communication required or permitted
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under this Agreement will be given in writing and will be delivered by hand
or air courier or sent by certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to Stanford, to:
c/o Xxxxx X. Xxxxx
0000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000
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If to AMLH, to:
0000 Xxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Any such notice or communication will be effective and be deemed to
have been given as of the date delivered, if by hand or air courier, or as
of the date or receipt or refusal, if mailed. Any party may change the
foregoing address by giving notice to all of the other parties in the
manner provided under this Section 6.3.
6.4 Entire Agreement. This Agreement and the exhibits to this
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Agreement: (i) constitute the entire and exclusive agreement and
understanding between the parties with respect to the subject matter
hereof; (ii) will inure only to the benefit of the parties hereto, and no
other person will have any rights hereunder, (iii) except as otherwise
provided herein, will be binding upon the respective successors and assigns
of the parties; and (iv) supersede and revoke all prior agreements, oral or
written. All Exhibits hereto will be deemed a part of this Agreement.
6.5 Applicable Law. The validity, enforcement, and construction of
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this Agreement will be governed by the laws of the State of Florida.
6.6 Binding Arbitration. The parties will arbitrate any dispute which
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may arise between them with respect to or in connection with this Agreement
or the prior relationship of the parties. Such dispute will be resolved in
accordance with the then applicable rules of the American Arbitration
Association. The award of the arbitrators will be binding on the parties,
and judgment on such award may be entered in any court of competent
jurisdiction. Arbitration will take place in Miami, Florida.
6.7 Headings. The headings in this Agreement are solely for
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convenience of reference and will not affect its interpretation.
6.8 Counterparts. This Agreement may be executed in as many
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counterparts as may be deemed necessary or convenient, all of which taken
together will constitute one and the same instrument, and any of the
parties hereto may execute this Agreement by signing any such counterpart.
6.9 Gender, Etc. Words used herein, regardless of the number and
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gender specifically used, will be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or
neuter, as the context requires.
6.10 Interpretation. No provision of this Agreement is to be
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interpreted for or against any party because that party or that party's
legal representative drafted such provision.
6.11 Provisions Separable. The provisions of this Agreement are
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independent of and separable from each other, and no provision will be
affected or rendered invalid or unenforceable by virtue of the fact that
for any reason any other provision or provisions may be invalid or
unenforceable in whole or in part.
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6.12 Independent Counsel. The parties acknowledge and agree that each
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of them has been represented by its own counsel in connection with the
preparation of this Agreement.
6.13 Amendments; Waivers. This Agreement may be amended or modified,
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and any of the terms, covenants, representations, warranties or conditions
in this Agreement may be waived, only by written instrument executed by the
parties, or in the case of a waiver, by the party waiving compliance. Any
waiver by any party of any condition, or of the breach of any provision,
term, covenant, representation or warranty contained in this Agreement, in
any one or more instances, will not be deemed to be nor construed as a
further waiver of such condition, or of the breach of any other provision,
term, covenant, representation or warranty of this Agreement.
6.14 Attorney Fees. In the event of any legal proceedings (including
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arbitration) arising out of this Agreement, the prevailing party will be
entitled to recover from the non-prevailing party or parties, reasonable
cost and expenses, including attorneys fees, incurred by such prevailing
party hi such proceedings. As used herein, attorneys fees will include,
without limitation, attorneys fees incurred by such party hi any
arbitration, judicial, bankruptcy, administrative or other proceedings, in
any appellate proceedings, and in any post-judgment proceedings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
STANFORD:
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Stanford International Bank Limited
By:
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Its:
Name:
AMLH:
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American Leisure Holdings, Inc.
By: X. X. Xxxxxx
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Its: CEO
Name: X. X. Xxxxxx
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