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Exhibit 10.14
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made this __
day of June, 1998 by and between U.S. OnLine Communications, Inc., a Delaware
corporation (the "Company"), and U.S. OnLine Communications, L.L.C., a
Washington limited liability company ("Investor").
W I T N E S S E T H
WHEREAS, pursuant to that certain Asset Acquisition Agreement dated
March 27, 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Investor in exchange for (i) 800,000 shares (the
"Shares") of the Company's common stock, $.001 par value ("Common Stock"), (ii)
a 10% promissory note in the amount of $3,000,000, and (iii) cancellation of
indebtedness under that certain Pre-Acquisition Note dated March 30, 1998 (as
used herein, "Registrable Securities" means the Shares and any shares of Common
Stock issued or acquired with respect to the Shares (or any such additional
shares) in connection with stock splits, dividends, mergers, recapitalizations,
and similar dilutive events, but excluding (x) any shares of Common Stock that
may be sold subsequent to the date hereof pursuant to a registration statement,
and (y) any shares of Common Stock that subsequently become eligible for resale
pursuant to Rule 144(k) under the Securities Act of 1933, as amended
("Securities Act"), each on the date the Company notifies the Investor that it
intends to file a registration statement as described herein.
WHEREAS, in connection with the Asset Acquisition Agreement, the
Company has agreed to provide Investor with the registration rights described
herein to register the Registrable Securities for sale under the Securities Act,
following which Investor will register the Registrable Securities for resale
pursuant to Section 1(a) of this Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. Piggyback Registration Rights.
(a) If the Company registers any Common Stock pursuant to the
Securities Act with the Commission on registration statement Form X-0, X-0, X-0,
XX-0, or SB-2 (the "Company Registration Statement"), the Company shall at its
sole expense (excluding fees and disbursements of counsel for the Investor and
underwriting discounts, if any, payable in respect of the sale of Registrable
Securities by the Investor), register under the federal securities laws all or,
at the option of the Investor, any portion of the Registrable Securities to the
extent necessary to permit the offer and sale of the Registrable Securities in
the public market. The Company will use its best efforts to cause the Company
Registration Statement filed pursuant to this Section 1(a) to become effective
as promptly as practicable after filing. The Company shall give the Investor at
least sixty (60) days of prior written notice of Company's intention to file the
Company Registration Statement. The Investor shall then have thirty (30) days
after receipt of such notice to advise the Company, in writing, of its election
to exercise the registration rights granted
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pursuant to this Section 1(a). If the Investor does not notify the Company
within thirty (30) days of its intention to exercise the registration rights
granted pursuant to this Section 1(a), the Investor shall be deemed to have
waived its registration rights with respect to the Company Registration
Statement that was the subject of notice. Notwithstanding the foregoing, if the
Company Registration Statement is filed in connection with a firm commitment
underwriting and the managing underwriter advises the Company, in writing, that
in its opinion the distribution of all or a portion of the Registrable
Securities requested to be registered by the Investor on the Company
Registration Statement, along with any other securities being registered on the
Company Registration Statement, would materially and adversely affect the
distribution of the securities to be registered on the Company Registration
Statement, then the Investor shall not be entitled to have its Registrable
Securities (or the portions thereof so designated by the managing underwriter)
included in the Company Registration Statement; provided, however, that no such
exclusion or reduction of Registrable Securities shall be made if any securities
of the Company are included in the Company Registration Statement for the
account of any person other than the Company and the Investor, unless the other
securities so included in such registration statement for such other person
shall also have been reduced by the same proportion (based upon the total amount
of securities requested to be registered by all persons) as the Registrable
Securities were reduced. Notwithstanding the foregoing, if and when the Company
files a registration statement with respect to an initial public offering of its
Common Stock in which Barington Capital Group, L.P. ("Barington") is the lead or
co-lead underwriter, the Company shall, at its sole cost and expense (other than
the fees and disbursements of the Investor's counsel and underwriting discounts,
if any), automatically and with no action necessary on the part of the Investor
register the Registrable Securities on the same terms and subject to the same
limitations described in this Section 1(a).
(b) If the Company files a registration statement with the Commission
(other than on Form X-0, X-0, X-0, XX-0, XX-0, X-0, or S-8, or any successor
forms) while any Registrable Securities are outstanding, and for any reason the
Investor will not otherwise have the benefit of an effective registration
statement as of the expected effective date of a registration statement filed
pursuant to this Section 1(b), the Company shall give the Investor at least
fifteen (15) days prior written notice of the filing of such registration
statement. If requested by the Investor, in writing, within thirty (30) days
after receipt of any such notice, the Company shall, its sole expense (excluding
fees and disbursements of counsel for the Investor and underwriting discounts,
if any, payable in respect of the sale of Registrable Securities by the
Investor), register all or, at the option of the Investor, any portion of the
Registrable Securities to the extent necessary to permit the offer and sale of
the Registrable Securities under the federal securities laws in the public
market. The Company will use its best efforts to cause a registration statement
filed pursuant to this Section 1(b) to become effective as promptly as
practicable after filing. Notwithstanding the foregoing, if a registration
statement is filed pursuant to this Section 1(b) in connection with a firm
commitment underwriting and the managing underwriter shall advise the Company,
in writing, that in its opinion the distribution of all or a portion of the
Registrable Securities requested to be included in the registration statement
concurrently with the other securities being registered by the Company, would
materially and adversely affect the distribution by the Company, then the
Investor shall not be entitled to have such Registrable Securities (or the
portions thereof so designated by the managing underwriter) included on such
registration statement, provided, however, that no such exclusion or reduction
of Registrable Securities shall be made if any securities of the Company are
included in such registration statement for the account of any person other than
the Company and the Investor, unless the other securities so included on such
registration statement for such other person shall also have been reduced by the
same proportion (based
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upon the total amount of securities requested to be registered by all persons)
as the Registrable Securities were reduced.
(c) In the event of a registration pursuant to the provisions of this
Section 1, the Company shall use its best efforts to cause the Registrable
Securities so registered to be qualified for sale under the state securities
laws of each jurisdiction reasonably requested by the Investor; provided,
however, that the Company shall not by reason of this Agreement be required to
qualify to do business in any state in which it is not otherwise required to
qualify to do business or to file a general consent to service of process.
(d) The Company shall update each registration statement covered by
this Agreement as required to comply with the federal securities laws, and shall
also update any application, document, or communication filed with state
securities regulators as required to be current and permit the Investor to offer
and sell Registrable Securities covered thereby; provided however, that with
respect to an initial public offering of the Common Stock of the Company in
which Barington is the lead or co-lead underwriter on which Registrable
Securities are included, the Company Registration Statement shall be kept
effective for two (2) years and updated when intended to be used, considering
any lock-up agreements. Notwithstanding the foregoing, the Company shall in no
event be required to keep any such registration statement covered by this
Agreement in effect for more than six (6) months from the date on which the
Investor is first free to sell the Registrable Securities, taking into account
any lock-up agreements. Notwithstanding the foregoing, if the Company is
required to keep any registration statement covered by this Agreement in effect
with respect to securities other than the Registrable Securities beyond the
period described in this Section 1(d), the Company shall keep the registration
statement in effect as it relates to the Registrable Securities for only so long
as the registration statement remains or is required to remain in effect with
respect to such other securities.
(e) In the event of a registration pursuant to the provisions of this
Section 1, the Company shall furnish the Investor with a reasonable number of
copies of the registration statement (including amendments, supplements, and
exhibits), all of which shall conform to the requirements of the federal
securities laws, and shall provide such other documents as the Investor may
reasonably request to facilitate the offer and sale of the Registrable
Securities.
(f) In the event of a registration pursuant to the provisions of this
Section 1, at the request of the Investor, the Company shall furnish on the date
that the Registrable Securities are delivered to the underwriter(s) for sale, if
the securities are being sold through underwriters or, if such securities are
not being sold through underwriters, on the effective date of the registration
statement (i) an opinion of Company counsel, dated as of the effective date of
the registration statement, in form and substance customarily given to
underwriters in underwritten offerings, addressed to the underwriters, if any,
and to the Investor and (ii) a letter from the independent certified public
accountants of the Company, dated as of the effective date of the registration
statement, in form and substance customarily given to underwriters in
underwritten offerings, addressed to the underwriters, if any, and to the
Investor. Any opinion or letter given shall be subject to all of the
qualifications, exceptions and conditions appropriate to the circumstances then
existing.
(g) In the event of a registration pursuant to the provisions of this
Section 1, the Company and the Investor shall enter into a cross-indemnity
agreement and a contribution
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agreement, each in customary form, with each underwriter, if any. If requested,
the Company and the Investor shall enter into an underwriting agreement
containing customary representations, warranties, allocation of expense and
closing conditions, with any underwriter who acquires any Registrable
Securities.
(h) Until all the Registrable Securities have been sold under a
Company Registration Statement, registration statement filed pursuant to Section
1(b) hereof, or pursuant to Rule 144 under the Securities Act, the Company
agrees to keep current in its filing of all reports, statements and other
filings required to be filed with the Commission pursuant to the federal
securities laws to permit the Registrable Securities to be sold under Rule 144
under the Securities Act.
(i) Until such time as the Company shall have fully performed its
obligations under this Section 1, the Company shall not grant piggyback
registration rights to any persons without the written consent of Investor.
Notwithstanding the foregoing, the Company may grant piggyback registration
rights to other persons so long as such rights are pari passu or subordinate to
the rights of Investor, provided, however, that nothing shall prohibit the
Company from granting demand registration rights to any person.
(j) If the Company, at any time after giving written notice of its
intention to register Common Stock pursuant to this Agreement, shall determine
for any reason not to cause the registration statement to become effective
pursuant to section 8(a) of the Securities Act, the Company shall give written
notice to the Investor and, after giving notice, the Company shall be relieved
of its obligation to register any Registrable Securities in connection with such
abandoned registration statement.
2. Indemnification and Contribution.
(a) Subject to the conditions set forth below, the Company agrees to
indemnify and hold harmless the Investor, its respective officers, directors,
partners, employees, agents, and counsel, and "controlling persons" of the
foregoing as defined in Section 15 of the Securities Act and Section 20(a) of
the Exchange Act, from and against any and all loss, liability, charge, claim,
damage, and expense whatsoever (which shall include, for all purposes of this
Section 2, reasonable attorneys' fees and any and all expenses whatsoever
incurred in investigating, preparing, or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation), as and when incurred, arising out of,
based upon, or in connection with (i) any untrue statement or alleged untrue
statement of a material fact contained (A) in any registration statement or
prospectus (including amendments and supplements), relating to the offer and
sale of Registrable Securities, or (B) in any application, other document or
communication (in this Section 2 collectively called an "application") executed
by or on behalf of the Company and filed in any state in order to register or
qualify any of the Registrable Securities under securities laws, or filed with
the Commission or any securities exchange or NASDAQ; (ii) any omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless such statement
or omission was made in reliance upon and in conformity with written information
furnished to the Company with respect to the Investor by or on behalf of the
Investor expressly for inclusion in any registration statement, prospectus, or
any amendment or supplement thereto, or in any application, as the case may be,
or (iii) any breach of any representation, warranty, covenant, or agreement of
the Company
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contained in this Agreement or any agreement pursuant to which the Registrable
Securities were issued. The foregoing agreement to indemnify shall be in
addition to any liability the Company may otherwise have to the Investor.
(b) If any action is brought against the Investor or any of its
respective officers, directors, partners, employees, agents, or counsel, or any
controlling persons of such person (an "indemnified party") in respect of which
indemnity may be sought against the Company pursuant to Section 2(a), such
indemnified party or parties shall promptly notify the Company, in writing, of
the institution of such action (but the failure so to notify shall not relieve
the Company from any liability under this Agreement unless the Company shall
have been materially prejudiced by such failure) and the Company shall promptly
assume the defense of such action, including the employment of counsel
(reasonably satisfactory to such indemnified party or parties) and payment of
expenses. Such indemnified party or parties shall have the right to employ their
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party or parties unless the employment of such counsel shall
have been authorized, in writing, by the Company in connection with the defense
of such action or the Company shall not have employed counsel reasonably
satisfactory to such indemnified party or parties to have charge of the defense
of such action or such indemnified party or parties shall have reasonably
concluded that there may be one or more legal defenses available to it or them
or to other indemnified parties which are different from or additional to those
available to the Company, in any of which events such fees and expenses shall be
borne by the Company and the Company shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties.
Notwithstanding any other provision of this Section 2, the Company shall not be
liable for any settlement of any such claim or action effected without its
written consent, which shall not be unreasonably withheld. The Company agrees
promptly to notify the Investor of the commencement of any litigation or
proceedings against the Company or any of its officers or directors in
connection with the sale of any Registrable Securities or any registration
statement or prospectus (including amendments or supplements), or any
application relating to any sale of any Registrable Securities.
(c) The Investor agrees to indemnify and hold harmless the Company,
each director of the Company, each officer of the Company who signed any
registration statement covering Registrable Securities held by the Investor,
each "controlling person," if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, and
their respective counsel, to the same extent as the foregoing indemnity from the
Company to the Investor in Section 2(a), but only with respect to statements or
omissions, if any, made in any registration statement or prospectus (including
amendments or supplements), or any amendment or supplement thereto, or in any
application, in reliance upon and in conformity with written information
furnished to the Company for inclusion in any such registration statement or
prospectus, including any amendment or supplement thereto, or in any
application, as the case may be.
(d) If any action shall be brought against the Company or any other
person so indemnified based on any such registration statement or prospectus, or
any amendment or supplement thereto, or in any application, and in respect of
which indemnity may be sought against the Investor pursuant to Section 2(c), the
Investor shall have the rights and duties given to the Company, and the Company
and each other person so indemnified shall have the rights and duties given to
the indemnified parties, by the provisions of Section 2(a) and Section 2(b),
including any and all of the procedures set forth therein.
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(e) To provide for just and equitable contribution, if (i) an
indemnified party makes a claim for indemnification pursuant to Section 2(a) or
2(c) (subject to the limitations in those Sections) but it is found in a final
judicial determination, not subject to further appeal, that such indemnification
may not be enforced in such case, even though this Agreement expressly provides
for indemnification in such case, or (ii) any indemnified or indemnifying party
seeks contribution under the Securities Act, the Exchange Act or otherwise, then
the Company (including for this purpose any contribution made by or on behalf of
any director of the Company, any officer of the Company who signed any such
registration statement, any controlling person of the Company, and their
respective counsel), as one entity, and the Investor (including for this purpose
any contribution by or on behalf of an indemnified party), as a second entity,
shall contribute to the losses, liabilities, claims, damages, and expenses
whatsoever to which any of them may be subject, on the basis of relevant
equitable considerations such as the relative fault of the Company and the
Investor in connection with the facts which resulted in such losses,
liabilities, claims, damages, and expenses. The relative fault, in the case of
an untrue statement, alleged untrue statement, omission, or alleged omission,
shall be determined by, among other things, whether such statement, alleged
statement, omission, or alleged omission relates to information supplied by the
Company or by the Investor, and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement, alleged
statement, omission, or alleged omission. The Company and the Investor agree
that it would be unjust and inequitable if the respective obligations of the
Company and the Investor for contribution were determined by pro rata or per
capita allocation of the aggregate losses, liabilities, claims, damages, and
expenses (even if the Investor and the other indemnified parties were treated as
one entity for such purpose) or by any other method of allocation that does not
reflect the equitable considerations referred to in this Section 2(e). No person
guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who is not
guilty of such fraudulent representation. For purposes of this Section 2(e),
each "controlling person," if any, of the Investor within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act, and each officer,
director, partner, employee, agent, and counsel of the Investor or "controlling
person" shall have the same rights to contribution as the Investor or
"controlling person" of the Investor and each "controlling person," if any, of
the Company within the meaning of Section 15 of the Securities Act or Section
20(a) of the Exchange Act, each officer of the Company who shall have signed any
such registration statement, each director of the Company, and its or their
respective counsel shall have the same rights to contribution as the Company,
subject in each case to the provisions of this Section 2(e). Notwithstanding any
other provision of this Section 2(e), no party shall be liable for contribution
with respect to the settlement of any claim or action effected without its
written consent. This Section 2(c) is intended to supersede any right to
contribution under the Securities Act, the Exchange Act or otherwise.
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3. General.
(a) Amendments and Waivers. No amendment or waiver of any term or
provision of this Agreement shall be effective unless in made writing and signed
by the party to be charged. The waiver by any party of a breach of any term or
provision of this Agreement shall not be construed as a waiver of any subsequent
breach.
(b) Notices. Except as otherwise provided in this Agreement, notices
and other communications under this Agreement shall be made in writing and shall
be deemed to have been duly given on the date received by hand delivery,
overnight delivery, facsimile transmission or registered mail, postage prepaid,
addressed as follows:
to the Company:
U.S. OnLine Communications, Inc.
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Chief Executive Officer
Telephone No. (000) 000-0000
Facsimile No. (000) 000-0000
and to the Investor:
U.S. OnLine Communications, L.L.C.
0000 Xxxxx Xxxxx Xxxxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Chief Executive Officer
Telephone No. (000) 000-0000
Facsimile No. (000) 000-0000
The Company and the Investor may change the address to which such notice or
other communications are to be sent by written notice given in accordance with
this Section 3(b).
(c) Company Representations. The Company represents and warrants to
the Investor that:
(i) The Company has all requisite power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby;
(ii) The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of the Company;
(iii) This Agreement has been duly executed and delivered by the
Company and (assuming the due authorization, execution and delivery hereof by
the Investor) constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except that such
enforceability may be subject to (i) bankruptcy, insolvency, reorganization or
other similar laws affecting or relating to enforcement of creditors' rights
generally, and (ii) general equitable principles;
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(iv) The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, result in any violation or default (with or without
notice or lapse of time, or both) under (i) any provision of the charter or
organizational documents of the Company, or (ii) any judgment, order, decree,
statute, law, ordinance, rule or regulation by which the Company is bound or to
which any of its properties or assets is subject, other than, in which any of
its properties or assets is subject, other than, in the case of clause (ii)
hereof, any such violation or default that would not reasonably be expected to
have a material adverse effect on the financial condition or operations of the
Company and its consolidated subsidiaries, taken as a whole, and would not
impair the ability of the Company to perform its obligations under this
Agreement; and
(v) No filing or registration with, or authorization, consent or
approval of, any governmental authority is required by or with respect to the
Company in connection with the execution and delivery by the Company of this
Agreement or the consummation by the Company of the transactions contemplated
hereby, except as otherwise expressly provided herein or in the agreements
pursuant to which the Registrable Securities were issued.
(d) Investor Representations. The Investor represents and warrants to
the Company that:
(i) The Investor has all requisite power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby;
(ii) This Agreement has been duly executed and delivered by the
Investor and (assuming the due authorization, execution and delivery hereof by
the Company) constitutes a valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms, except that such
enforceability may be subject to (i) bankruptcy, insolvency, reorganization or
other similar laws affecting or relating to enforcement of creditors' rights
generally and (ii) general equitable principles;
(iii) The execution and delivery of this Agreement do not, and
the consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, result in any violation of or default (with or
without notice or lapse of time, or both) under any judgment, order, decree,
statute, law, ordinance, rule or regulation by which the Investor is bound or to
which any of its properties or assets is subject; and
(iv) No filing or registration with, or authorization, consent or
approval of, any governmental authority is required by or with respect to the
Investor in connection with the execution and delivery by such Investor of this
Agreement or the consummation by such Investor of the transactions contemplated
hereby, except as otherwise expressly provided herein.
(e) The Investor agrees not to effect any public sale or distribution
of Registrable Securities, or any securities convertible into or exchangeable or
exercisable for Registrable Securities, during the seven (7) days prior to and
the period after (as requested by the underwriters, but not to exceed 180 days)
the effectiveness of the first registration of the Company's securities to be
sold in an underwritten public offering for the account of the Company; provided
that, all officers and directors of the Company agree to be similarly bound
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with respect to equity securities of the Company held by such officers and
directors; provided further, that any discretionary waiver or termination of the
restrictions of such agreements by the representatives of the underwriters shall
apply to all persons subject to such agreements pro rata based on the number of
equity securities held by such persons and subject to such agreements, and
provided further that the Investor is given reasonable notice of such
registration. Without limiting the foregoing, it is expressly agreed that the
provisions of this Section 3(e) shall not (i) apply to any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock acquired by the Investor directly from the underwriters in a
registered public offering of the Company's securities or in an established
trading market from any party other than the Company, and (ii) apply to any
initial public offering of Common Stock in which Barington is the lead or
co-lead underwriter.]
(f) The rights granted under this Agreement may be assigned or
otherwise conveyed by the Investor, in compliance with federal and applicable
state securities laws, to any transferee or assignee who, after such assignment
or transfer, holds at least 3,300 shares of Registrable Securities (subject to
appropriate adjustment for stock splits, stock dividends, mergers,
recapitalizations and other similarly dilutive events). For the purposes of
determining the number of shares of Registrable Securities held by a transferee
or assignee, the holdings of a transferee or assignee who is (A) a shareholder,
partner, retired partner, member, retired member or beneficiary of an Investor;
(B) a spouse or child of a shareholder, partner, retired partner, member,
retired member or beneficiary of an Investor; (C) a trust for the benefit of the
persons set forth in (A) or (B) or for the issue of the persons set forth in (A)
or (B); and (D) an entity (corporation, partnership, limited liability company
or other juridical entity) of which at least 75 percent in interest is owned or
controlled, directly or indirectly through other entities, or by one or more of
the persons set forth in (A), (B) or (C), shall be aggregated together with the
corporation, partnership or limited liability company as the case may be.
(g) Miscellaneous.
(i) This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by the parties hereto and their respective successors and
assigns.
(ii) This Agreement constitutes the entire understanding between
the parties with respect to the subject matter hereof and supersedes any and all
previous agreements among them relating to the subject matter hereof, whether
written, oral or implied.
(iii) This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Delaware, without giving effect to the
conflicts of law principles thereof.
(iv) The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
(v) This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same agreement.
(vi) Should any term or condition of this Agreement be determined
by a court of competent jurisdiction to be unenforceable for any reason
including, without limitation, violation of statute or public policy, such
provision shall, if possible, be reformed by the parties
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hereto, or if the parties cannot agree, by the appropriate court of competent
jurisdiction to comply with applicable legal requirements in a matter that is as
close in its intent and effect to the original provision as possible or, if such
reformation cannot be accomplished shall be stricken without affecting the
validity of any other term or condition of this Agreement.
(vii) Each party hereto shall do and perform or cause to be done
and performed all such further acts and things and shall execute and deliver all
such other agreements, certificates, instruments, and documents as any other
party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
U.S. ONLINE COMMUNICATIONS, INC.
By: _______________________________
Xxxxxx X. Xxxxxxx
Chief Executive Officer
U.S. ONLINE COMMUNICATIONS, L.L.C.
By: _______________________________
Xxxx X. Xxxxxxx
President
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