ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement")is entered into this day by and
Premier Plastics Corporation ("PPC"), an Arizona corporation ("Seller"), Xxxx X.
Xxxxxxx ("Seller's Shareholder") Diamond Equities, Inc., a Nevada corporation
("Diamond") and Precision Plastics Molding, Inc. a Nevada corporation and
subsidiary of Diamond ("Purchaser").
RECITALS
Seller operates a business primarily engaged in the plastic injection
molding business. Seller's principal place of business is 0000 X. Xxxxxx Xxxx
#00, Xxxxx, Xxxxxxx 00000. Seller owns equipment, inventories, contract rights,
customer lists, intellectual property including trade secrets, methods process,
know-how, drawings, specifications and all memoranda, notes and records with
regard to any research and development ("Assets") and miscellaneous assets used
in connection with the operation of its business;
Purchaser desires to acquire substantially all the Assets used or useful, or
intended to be used, in the operation of Seller's business, and Seller desires
to sell such Assets to Purchaser; and
WHEREAS, Seller's Shareholder is the sole shareholder of Seller; and
WHEREAS, Diamond Equities, Inc. is the parent company of Precision Plastics,
Inc., NOW THEREFORE, IT IS AGREED AS FOLLOWS:
SECTION 1. ASSETS PURCHASED; LIABILITIES ASSUMED.
1.1 ASSETS PURCHASED. Seller agrees to sell to Purchaser and Purchaser
agrees to purchase from Seller, on the terms and conditions set forth in this
Agreement. Seller owns assets including equipment, inventories, contract rights,
customer lists, intellectual property including trade secrets, methods process,
know-how, drawings, specifications and all memoranda, notes and records with
regard to any research and development ("Assets") and miscellaneous assets used
in connection with the operation of its business set forth more specifically on
Schedule A hereto ("Assets"). Assets shall include all accounts receivable,
notes receivable, prepaid accounts, and any other assets of the business not
specified in herein.
1.2 LIABILITIES ASSUMED. Purchaser shall accept the assignment and assume
responsibility for all unfilled orders from customers of Seller assigned to
Purchaser pursuant to Section 1.1, shall assume responsibility of payment for
purchase orders for inventory items that have been placed by Seller prior to the
Closing Date but that will not be delivered until after the Closing Date, shall
assume and perform all of Seller's obligations under leases, agreements, and
other contracts listed on Schedule B hereto, and shall assume liability for all
other liabilities of Seller set forth on Schedule B hereto. Should Precision
default on the leases to Balboa, the equipment covered by the leases will revert
back to Premier and Xxxx X. Xxxxxxx.
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SECTION 2. PURCHASE PRICE. The price for the Assets shall be paid as follows:
2.1 At Closing, Purchaser shall pay, by cashier's check or certified check,
the sum of Eighty Thousand Dollars ($80,000).
2.2 The assumption by Precision of Seller's notes and payables in the amount
of Forty Thousand Dollars ($40,000), as shown on Schedule B hereto. Any
difference between this amount and the actual pay-off balance as of the date of
close will be refunded to Premier. This amount is not to exceed Five Thousand
Dollars ($5,000).
2.3 Seventy Five Thousand Dollars ($75,000) worth or three hundred thousand
shares (300,000) at twenty five cents (.25) per share of the common stock of
Precision Plastics Molding, Inc.
SECTION 3. ADJUSTMENTS. The operation of Seller's business and related
income and expenses up to the close of business on the day before the Closing
Date shall be for the account of Seller and thereafter for the account of
Purchaser. Expenses, including but not limited to utilities, personal property
taxes, rents, real property taxes, wages, vacation pay, payroll taxes, and
fringe benefits of employees of Seller, shall be prorated between Seller and
Purchaser as of the close of business on the Closing Date, the proration to be
made and paid, insofar as reasonably possible, on the Closing Date, with
settlement of any remaining items to be made within thirty (30) days following
the Closing Date.
SECTION 4. SELLER'S AND SELLER'S SHAREHOLDER REPRESENTATIONS AND
WARRANTIES. Seller and Seller's Shareholder each represent and warrant to
Purchaser as follows:
4.1 CORPORATE EXISTENCE. Seller is now and on the Closing Date will be a
corporation duly organized and validly existing and in good standing under the
laws of the State of Arizona. Seller has all requisite corporate power and
authority to own, operate and/or lease the Assets, as the case may be, and to
carry on its business as now being conducted.
4.2 AUTHORIZATION. The execution, delivery, and performance of this
Agreement have been duly authorized and approved by the board of directors and
shareholders of Seller, and this Agreement constitutes a valid and binding
Agreement of Seller in accordance with its terms.
4.3 FINANCIAL STATEMENTS. Attached hereto as Schedule C are Seller's
financial statements. The Financial Statements are in accordance with the books
and records of Seller and are true, correct, and complete; fairly present
financial conditions of Seller at the dates of such Financial Statements and the
results of its operations for the periods then ended; and were prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior accounting periods. Except as described in this Agreement,
since May 22, 1998 there has been no material adverse change in the financial
condition of Seller.
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4.4 TITLE TO ASSETS. Except as described in Schedule A of this Agreement,
Seller holds good and marketable title to the Assets, free and clear of
restrictions on or conditions to transfer or assignment, and free and clear of
liens, pledges, charges, or encumbrances.
4.5 BROKERS AND FINDERS. Neither Seller nor Seller's Shareholder has
employed any broker or finder in connection with the transactions contemplated
by this Agreement, or taken action that would give rise to a valid claim against
any party for a brokerage commission, finder's fee, or other like payment.
4.6 TRANSFER NOT SUBJECT TO ENCUMBRANCES OR THIRD-PARTY APPROVAL. The
execution and delivery of this Agreement by Seller and Seller's Shareholder, and
the consummation of the contemplated transactions, will not result in the
creation or imposition of any valid lien, charge, or encumbrance on any of the
Assets, and will not require the authorization, consent, or approval of any
third party, including any governmental subdivision or regulatory agency.
4.7 LABOR AGREEMENTS AND DISPUTES. Seller is neither a party to, nor
otherwise subject to any collective bargaining or other agreement governing the
wages, hours, and terms of employment of Seller's employees. Neither Seller nor
Seller's Shareholder is aware of any labor dispute or labor trouble involving
employees of Seller, nor has there been any such dispute or trouble during the
two years preceding the date of this Agreement.
4.8 ERISA AND RELATED MATTERS. Schedule D sets forth a description of all
"Employee Welfare Benefit Plans" and "Employee Pension Benefit Plans" (as
defined in A7A73(1) and 3(2), respectively, of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) existing on the date hereof that are
or have been maintained or contributed to by the Seller. To the extent any such
plans are in place, Seller agrees to provide additional details on request of
Purchaser.
4.9 NON-CANCELABLE CONTRACTS. At the time of Closing, there will be no
material leases, employment contracts, contracts for services or maintenance, or
other similar contracts existing or relating to or connected with the operation
of Seller's business not cancelable within thirty (30) days, except those
Agreements listed on Schedule E.
4.10 COMPLIANCE WITH CODES AND REGULATIONS. Seller and Seller's Shareholder
have no knowledge that leasehold improvements violate and provisions of any
applicable building codes, fire regulations, building restrictions, or other
ordinances, orders, or regulations.
4.11 LITIGATION. Seller and Seller's Shareholder have no knowledge of any
claim, litigation, proceeding, or investigation pending or threatened against
Seller that might result in any material adverse change in the business or
condition of Assets being conveyed under this Agreement.
4.12 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the representations
or warranties of Seller or Seller's Shareholder contain or will contain any
untrue statement of a material fact or omit or will omit or misstate a material
fact necessary in order to make statements in this Agreement not
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misleading. Seller and Seller's Shareholder know of no fact that has resulted,
or that in the reasonable judgment of Seller's Shareholder will result in a
material change in the business, operations, or assets of Seller that has not
been set forth in this Agreement or otherwise disclosed to Purchaser.
SECTION 5. REPRESENTATIONS OF PURCHASER. Purchaser represents and warrants as
follows:
5.1 CORPORATE EXISTENCE. Both Diamond and Precision is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Nevada. Purchaser has all requisite corporate power and authority to enter into
this Agreement and perform its obligations hereunder.
5.2 AUTHORIZATION. The execution, delivery, and performance of this
Agreement have been duly authorized and approved by the board of directors and
shareholders of Purchaser, and this Agreement constitutes a valid and binding
Agreement of Purchaser in accordance with its terms.
5.3 BROKERS AND FINDERS. Neither Purchaser nor Seller have employed any
broker or finder in connection with the transaction contemplated by this
Agreement and has taken no action that would give rise to a valid claim against
any party for a brokerage commission, finder's fee, or other like payment.
5.4 ACCURACY OF REPRESENTATIONS AND WARRANTIES. None of the representations
or warranties of Purchaser contain or will contain any untrue statement of a
material fact or omit or will omit or misstate a material fact necessary in
order to make the statements contained herein not misleading
SECTION 6. COVENANTS OF SELLER AND SELLER'S SHAREHOLDER.
6.1 SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller and Seller's
Shareholder agree that between the date of this Agreement and the Closing Date,
Seller will:
6.1.1 Continue to operate the business that is the subject of this Agreement
in the usual and ordinary course and in substantial conformity with all
applicable laws, ordinances, regulations, rules, or orders, and will use its
best efforts to preserve its business organization and preserve the continued
operation of its business with its customers, suppliers, and others having
business relations with Seller.
6.1.2 Not assign, sell, lease, or otherwise transfer or dispose of any of
the Assets used in the performance of its business, whether now owned or
hereafter acquired, except in the normal and ordinary course of business and in
connection with its normal operation.
6.1.3 Maintain all of its Assets other than inventories in their present
condition, reasonable wear and tear and ordinary usage excepted, and maintain
the inventories at levels normally maintained.
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6.2 ACCESS TO PREMISES AND INFORMATION. At reasonable times prior to the
Closing Date, Seller will provide Purchaser and its representatives with
reasonable access during business hours to the Assets, titles, contracts, and
records of Seller and furnish such additional information concerning Seller's
business as Purchaser from time to time may reasonably request.
6.3 EMPLOYEE MATTERS.
6.3.1 Prior to Closing, Seller will deliver to Purchaser a list on Schedule
F of the names of all persons on the payroll of Seller, together with a
statement of amounts paid to each during Seller's most recent fiscal year and
amounts paid for services from the beginning of the current fiscal year to the
Closing Date. Seller will also provide Purchaser with a schedule of all employee
bonus arrangements and a schedule of other material compensation or personnel
benefits or policies in effect.
6.3.2 Prior to the Closing Date, Seller will not, without Purchaser's prior
written consent, enter into any material agreement with any employees, increase
the rate of compensation or bonus payable to or to become payable to any
employee, or effect any changes in the management, personnel policies, or
employee benefits, except in accordance with existing employment practices.
6.3.3 Seller and Seller's Shareholder will undertake all action necessary or
appropriate to permit Purchaser, if Purchaser so desires, to take over Seller's
pension and profit-sharing plan , if any, as a successor employer, and will
cooperate with Purchaser with respect to this undertaking.
6.3.4 As of the Closing Date, Seller will terminate all of its employees not
having employment agreements transferable to Purchaser and will pay each
employee all wages, commissions, and accrued vacation pay earned up to the time
of termination, including overtime pay.
6.4 CONDITIONS AND BEST EFFORTS. Seller and Seller's Shareholder will use
their best efforts to effectuate the transactions contemplated by this Agreement
and to fulfill all the conditions of the obligations of Seller and Seller's
Shareholder under this Agreement, and will do all acts and things as may be
required to carry out their respective obligations under this Agreement and to
consummate and complete this Agreement.
SECTION 7. COVENANTS OF PURCHASER.
7.1 CONDITIONS AND BEST EFFORTS. Purchaser will use its best efforts to
effect the transactions contemplated by this Agreement and to fulfill all the
conditions of Purchaser's obligations under this Agreement, and shall do all
acts and things as may be required to carry out Purchaser's obligations and to
consummate this Agreement.
7.2 CONFIDENTIAL INFORMATION. If for any reason the sale of Assets is not
closed, Purchaser will not disclose to third parties any confidential
information received from Seller or Seller's Shareholder
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in the course of investigating, negotiating, and performing the transactions
contemplated by this Agreement.
SECTION 8. CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. The obligation
of Purchaser to purchase the Assets is subject to the fulfillment, prior to or
at the Closing Date, of each of the following conditions, any one or portion of
which may be waived in writing by Purchaser:
8.1 Purchaser, after inspection of Seller's premises, operations, financial
and other affairs, as provided in Paragraph 5, approves of the condition and
affairs of the Assets or financial results;
8.2 Purchaser shall have received a reasonably satisfactory valuation of the
Assets prepared in accordance with standard valuation industry practice from an
independent business valuation firm reasonably acceptable to Purchaser, at
Purchaser's own expense;
8.3 Purchaser, on the Closing Date, shall receive all the Assets of Seller
free and clear of any liens, encumbrances or other obligations;
8.4 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER AND SELLER'S
SHAREHOLDER. All representations and warranties made in this Agreement by Seller
and Seller's Shareholder shall be true as of the Closing Date as fully as though
such representations and warranties had been made on and as of the Closing Date,
and, as of the Closing Date, neither Seller nor Seller's Shareholder shall have
violated or shall have failed to perform in accordance with any covenant
contained in this Agreement.
8.5 LICENSES AND PERMITS. Purchaser shall have obtained all licenses and
permits from public authorities necessary to authorize the ownership and
operation of the business of Seller.
8.6 CONSENTS. Purchaser shall have obtained the consent of any lessor of
equipment to the assignments of such agreements to the Purchaser.
8.7 CONDITIONS OF THE BUSINESS. There shall have been no material adverse
change in the manner of operation of Seller's business prior to the Closing
Date.
8.8 NO SUITS OR ACTIONS. At the Closing Date no suit, action, or other
proceeding shall have been threatened or instituted to restrain, enjoin, or
otherwise prevent the consummation of this Agreement or the contemplated
transactions.
SECTION 9. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER AND SELLER'S
SHAREHOLDER. The obligations of Seller and Seller's Shareholder to consummate
the transactions contemplated by this Agreement are subject to the fulfillment,
prior to or at the Closing Date, of each of the following conditions, any one or
a portion of which may be waived in writing by Seller;
9.1 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF PURCHASER. All
representations and warranties made in this Agreement by Purchaser shall be true
as of the Closing Date as fully as though
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such representations and warranties had been made on and as of the Closing Date,
and Purchaser shall not have violated or shall not have failed to perform in
accordance with any covenant contained in this Agreement.
SECTION 10. PURCHASER'S ACCEPTANCE. Purchaser represents and acknowledges
that it has entered into this Agreement on the basis of its own examination,
personal knowledge, and opinion of the value of the business. Purchaser has not
relied on any representations made by Seller other than those specified in this
Agreement. Purchaser further acknowledges that neither Seller nor Seller's
Shareholder has made any agreement or promise to repair or improve any of the
leasehold improvements, equipment, or other personal property being sold to
Purchaser under this Agreement, and that Purchaser takes all such property in
the condition existing on the date of this Agreement, except as otherwise
provided in this Agreement.
SECTION 11. RISK OF LOSS. The risk of loss, damage, or destruction to any of
the equipment, inventory, or other personal property to be conveyed to Purchaser
under this Agreement shall be borne by Seller to the time of Closing. In the
event of such loss, damage, or destruction, Seller, to the extent reasonable,
shall replace the lost property or repair or cause to repair the damaged
property to its condition prior to the damage. If replacement, repairs, or
restorations are not completed prior to Closing, then the purchase price shall
be adjusted by an amount agreed upon by Purchaser and Seller that will be
required to complete the replacement, repair, or restoration following Closing.
If Purchaser and Seller are unable to agree, then Purchaser, at its sole option
and notwithstanding any other provision of this Agreement, upon notice to
Seller, may rescind this Agreement and declare it to be of no further force and
effect, in which event there shall be no Closing of this Agreement and all the
terms and provisions of this Agreement shall be deemed null and void. If, prior
to Closing, any of the real properties that are the subject of the leases
mentioned herein are damaged or destroyed, then Purchaser may rescind this
Agreement in the manner provided above unless arrangements for repair
satisfactory to all parties involved are made prior to Closing.
SECTION 12. INDEMNIFICATION AND SURVIVAL.
12.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made in this Agreement shall survive the Closing of this Agreement,
except that any party to whom a representation or warranty has bee made in this
Agreement shall be deemed to have waived any misrepresentation or breach of
representation or warranty of which such party had knowledge prior to Closing.
Any party learning of a misrepresentation or breach of representation or
warranty under this Agreement shall immediately give written notice thereof to
all other parties to this Agreement. The representations and warranties in this
Agreement shall terminate two (2) years from the Closing Date, and such
representations or warranties shall thereafter be without force or effect,
except any claim with respect to which notice has been given to the party to be
charged prior to such expiration date.
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12.2 SELLER'S AND SELLER'S SHAREHOLDER'S INDEMNIFICATION.
12.2.1 Seller and Seller's Shareholder each hereby agree to indemnify and
hold Purchaser, it successors, and assigns harmless from and against
12.2.2 Any and all claims, liabilities, and obligations of every kind and
description, contingent or otherwise, arising out of or related to the operation
of Seller's business prior to the close of business on the day before the
Closing Date, except for claims, liabilities, and obligations of Seller
expressly assumed by Purchaser under this Agreement or paid by insurance
maintained by Seller, Seller's Shareholder, or Purchaser.
12.2.3 Any and all damage or deficiency resulting from any material
misrepresentation, breach of warranty or covenant, or non-fulfillment of any
agreement on the part of Seller and Seller's Shareholder under this Agreement.
12.2.4 Seller's and Seller's Shareholder's indemnity obligations shall be
subject to the following:
12.2.5 If any claim is asserted against Purchaser that would give rise to a
claim by Purchaser against Seller and Seller's Shareholder for indemnification
under the provisions of this Section, then Purchaser shall promptly give written
notice to Seller's Shareholder concerning such claim and Seller's Shareholder
shall, at no expense to Purchaser, defend the claim.
12.2.6 Seller's Shareholder shall not be required to indemnify Purchaser for
an amount that exceeds the total purchase price paid by Purchaser under Sections
3 and 5 of this Agreement.
12.3 PURCHASER'S INDEMNIFICATION. Purchaser agrees to defend, indemnify,
and hold harmless Seller and Seller's Shareholder from and against:
12.3.1 Any and all claims, liabilities, and obligations of every kind and
description arising out of or related to the operation of the business following
Closing or arising out of Purchaser's failure to perform obligations of Seller
assumed by Purchaser pursuant to this Agreement.
12.3.2 Any and all damage or deficiency resulting from any material
misrepresentation, breach of warranty or covenant, or non-fulfillment of any
agreement on the part of Purchaser under this Agreement.
SECTION 13. DISSOLUTION OF SELLER. Seller agrees that after Closing Seller
will liquidate completely and terminate its corporate existence. From and after
the Closing Date, Seller will not engage in any business or other activity,
except as required to complete its liquidation and dissolution. Nothing in this
Agreement shall prevent Seller from dissolving promptly on or after the Closing
Date.
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SECTION 14. CLOSING.
14.1 DATE. This Agreement shall be closed as soon as practicable after (i)
completion of the due diligence investigation contemplated; (ii) execution of
this Agreement; (iii) satisfaction of all conditions to closing set forth in
this Agreement; and (iv) receipt of any required approvals under Arizona and
Nevada corporate law and any other required regulatory approvals. If Closing has
not occurred on or prior to June 20, 1998, then any party may elect to terminate
this Agreement. If, however, the Closing has not occurred because of a breach of
contract by one or more parties, the breaching party or parties shall remain
liable for breach of contract.
14.2 PLACE. Closing will take place at the law office of X.X. Xxxxxxxx,
P.C., 0000 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000.
14.3 OBLIGATIONS OF SELLER AND SELLER'S SHAREHOLDER AT THE CLOSING. At the
Closing and coincidentally with the performance by Purchaser of its obligations
described herein, Seller and Seller's Shareholder shall deliver to Purchaser the
following:
14.3.1 All documents specified in the Exhibits referred to herein.
14.3.2 All documents which are required to effect transfer to Purchaser the
Assets described herein.
14.4 OBLIGATIONS OF PURCHASER AT THE CLOSING. At the Closing and
coincidentally with the performance by Seller and Seller's Shareholder of their
obligations described in Section 19.2, Purchaser shall deliver to Seller the
following:
14.4.1 a certified or cashiers check in the amount of $80,000.
14.4.2 Certificate for 300,000 Shares of Common Stock of Purchaser.
SECTION 15. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING.
15.1 PRODUCT LIABILITY INSURANCE. Subsequent to the Closing, Purchaser will
cause Seller and Seller's Shareholder to be carried as an insured party under
all of Purchaser's insurance policies that provide product liability coverage
Seller's Shareholder shall pay to Purchaser an amount equal to any increase, if
any, in premiums occasioned by Purchaser's compliance with the provisions of
this Section.
15.2 BOOKS AND RECORDS. This sale does not include the books of account and
records of Seller's business. However, possession and custody of such books and
records, except for Seller's general ledger, may be retained by Purchaser at the
place of business Purchaser is acquiring from Seller under this Agreement for a
period of six (6) months. During this period, Seller or its agents shall have
access to such books and records and may make copies thereof. Purchaser will
exercise reasonable care in the safekeeping of such records. Seller shall retain
its general ledger but shall make it available
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for inspection by Purchaser from time to time upon reasonable request. All books
and records of Seller shall remain in Maricopa County for two (2) years from the
date this Agreement is signed.
15.3 SELLER'S RIGHT TO PAY. In the event Purchaser fails to make any payment
of taxes, assessments, insurance premiums, or other charges that Purchaser is
required to pay to third parties under this Agreement, Seller shall have the
right, but not the obligation, to pay the same. Purchaser will reimburse Seller
for any such payment immediately upon Seller's demand, together with interest at
the same rate provided in the Note from the date of Seller's payment until
Purchaser reimburses Seller. Any such payment by Seller shall not constitute a
waiver by Seller of any remedy available by reason of Purchaser's default for
failure to make the payments.
SECTION 16. DEFAULT.
16.1 REMEDIES. If Purchaser fails to perform any of the terms, covenants,
conditions, or obligations of this Agreement then Seller, subject to the
requirements of the notice provided in Section 19.2, shall have the right to
exercise any remedy available.
SECTION 17. BULK TRANSFERS. Purchaser waives compliance by Seller with the
Arizona Bulk Transfers Article of the Uniform Commercial Code ("Bulk Transfers
Article"). Except for those liabilities assumed by Purchaser, as provided in
Section 1.2, in the event any creditor of Seller claims the benefit of the Bulk
Transfers Article as against Purchaser or any of the Assets being conveyed to
Purchaser under this Agreement, Seller and Seller's Shareholder shall
immediately pay or otherwise satisfy such claim or undertake its defense. Seller
and Seller's Shareholder shall indemnify and hold Purchaser harmless from and
against any and all loss, expense, or damage resulting from the failure to
comply with the Bulk Transfers Article. If Seller fails to comply with the
provisions of this Section and Purchaser is required to pay any creditor of
Seller in order to protect the property purchased under this Agreement from
claims or liens of Seller's creditors, except those assumed by Purchaser, then
Purchaser may offset the amount it pays against the balance due Seller on the
Note by furnishing to the escrow agent proof of such payment in the form of a
receipt from the creditor involved.
SECTION 18. MISCELLANEOUS PROVISIONS.
18.1 AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement
may be amended, modified, or supplemented only by a written agreement signed by
all of the parties hereto.
18.2 NOTICES. All notices, requests, demands, and other communications
required or permitted hereunder will be in writing and will be deemed to have
been duly given when delivered by hand or two days after being mailed by
certified or registered mail, return receipt requested, with postage prepaid:
If to Purchaser, to: Copy to:
Xxxxx X. Xxxxxxxx, President X.X. Xxxxxxxx, P.C.
Precision Plastics Molding, Inc. 0000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
0000 X. Xxxxxxxxxx Xxxxx, Xxxxx 0 Xxxxxxx, XX 00000
Xxxxx, XX 00000
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If to Seller, to: Copy to:
Xxxx X. Xxxxxxx
0000 X. Xxxxxx Xxxx, Xxxxx 00
Xxxxx, XX 00000
18.3 ATTORNEY FEES. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party shall be entitled to
reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or
appellate court.
18.4 LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
18.5 COMPUTATION OF TIME. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday or a
legal holiday, in which event the period shall begin to run on the next day
which is not a Saturday, Sunday or legal holiday.
18.6 TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor affect the interpretation of this Agreement.
18.7 PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
18.8 ENTIRE AGREEMENT. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement. Any
amendments to this Agreement must be in writing and signed by the party against
whom enforcement of that amendment is sought.
18.9 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
18.10 ARBITRATION. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of the
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed upon
by the parties, or if no single arbiter can be agreed upon, an arbiter or
arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference, or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbiter may be entered in any court having jurisdiction thereof.
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18.11 PRESUMPTION. This Agreement or any Section thereof shall not be
construed against any party due to the fact that said Agreement or any Section
thereof was drafted by said party.
18.12 FURTHER ACTION. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purpose of the Agreement.
18.13 COUNTERPARTS. This Agreement may be executed in several counterparts
and all so executed shall constitute one Agreement, binding on all the parties
hereto even though all the parties are not signatories to the original or the
same counterpart.
18.14 PARTIES IN INTEREST. Nothing herein shall be construed to be to the
benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
18.15 SAVINGS CLAUSE. If any provision of this Agreement, or the application
of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
The following parties hereby agree and approve all of the terms and
conditions of this Agreement, by signing where indicated.
Seller: Purchaser:
PREMIER PLASTICS CORPORATION PRECISION PLASTICS MOLDING, INC.
an Arizona corporation a Nevada corporation
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
---------------------------- ---------------------------------
Xxxx X. Xxxxxxx, President Xxxxx X. Xxxxxxxx, President
-----------------------------
Xxxx X. Xxxxxxx, Seller's Shareholder
DIAMOND EQUITIES, INC.
[NOTARY SEAL OF XXXXXX X. XXXXX]
/S/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Xxxxx X. Xxxxxxxx, President
