STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("AGREEMENT") IS EFFECTIVE AS OF AUGUST
1, 1999, BETWEEN STARUNI CORPORATION., a California corporation ("Staruni"),
with an address of 0000 Xxxxxxxx Xxxxxxxxx., Xxxxx 000, XXXXXXX XXXXX,
XXXXXXXXXX 00000 AND AMERIRESOURCES TECHNOLOGIES, INC., a Delaware corporation
("AmeriResources"), with an address of 0000 Xxxx Xxxx Xxxxxx Xxxxxxx, Xxxxxx
00000.
WHEREAS, AmeriResources is the owner of all of the issued and
outstanding shares of common stock of The Travel Agents Hotel Guide, Inc., a
Nevada corporation (the "Corporation");
WHEREAS, the Corporation owns the rights to a publication known as the
Travel Agents Hotel Guide; and
WHEREAS, Staruni wishes to acquire Fifty percent (50%) of all of the
issued and outstanding shares of common stock of the Corporation (the "Shares").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto, severally and
jointly, have agreed, and do hereby agree, subject to the terms and conditions
hereinafter set forth as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.01 PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, and in reliance on the representations and warranties contained
herein, at Closing, AmeriResources shall sell, transfer and deliver the Shares
to Staruni, free and clear of all liens, pledges, charges or other encumbrances.
Certificates evidencing the Shares shall be either duly endorsed or accompanied
by stock powers.
1.02 PURCHASE PRICE. In consideration of the purchase of the Shares,
Staruni shall issue to AmeriResources, at Closing, 500,000 shares of Staruni
Common Stock with a market value of $2,000,000 and 837,500 shares of Staruni
Common Stock to Global DataTel, Inc. with a market value of $3,350,000 in
exchange for which Global DataTel, Inc. has agreed to surrender the
AmeriResources Debenture in the face amount of $3,350,000 hold by Global
DataTel, Inc.(the "Staruni Stock"). In the event that at Closing the market
value of the Staruni shares is less than $4.00 per share additional shares shall
be issued to meet the market values stated within this paragraph. Staruni
further agrees to be the responsible party for creating a web page and presence
for the Corporation on the Internet.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF AMERIRESOURCES
AmeriResources represents and warrants to Staruni, to the best of its
knowledge, knowing and intending that Staruni will rely on these representations
and warranties in entering into this Agreement, as follows:
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2.01 CORPORATE AUTHORITY.
(a) AmeriResources has the corporate power and authority to
enter into this Agreement and to carry out its obligations hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the Board of
Directors of AmeriResources, and no other corporate proceedings on the part of
AmeriResources are necessary to authorize this Agreement and the transactions
contemplated hereby.
(b) The Corporation is a wholly owned by AmeriResources.
2.02 NO CONFLICT OR DEFAULT. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions hereof, including
without limitation the consummation of the transactions contemplated hereby,
will violate any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term condition or provisions of
the Articles of Incorporation or By-laws of AmeriResources, or of any agreement,
deed, contract, mortgage, indenture, writ, order decree, legal obligation or
instrument to which AmeriResources is a party or by which it or any of its
respective assets or properties are or may be bound: or constitute a default (or
an event which, with the lapse of time or the giving of notice, or both, would
constitute a default) thereunder, or result in the creation or imposition of any
lien, charge or encumbrance, or restriction of any nature whatsoever with
respect to any properties or assets of AmeriResources, or give to others any
interest or rights, including rights of termination, acceleration or
cancellation in or with respect to any of the properties, assets, contracts, or
business of AmeriResources.
2.03 DUE ORGANIZATION; POWER; QUALIFICATION; ETC. OF CORPORATION
(a) The Corporation is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Nevada and has the
corporate power to own its property and to carry on its business as now and
where now conducted; is duly qualified or licensed as a foreign corporation and
is in good standing in all jurisdictions in which the nature of its business or
the property owned, leased or operated by it makes such qualification or
licensing necessary.
(b) The Corporation has no subsidiaries.
(c) The copies of the Articles (or Certificates) of
Incorporation of the Corporation certified by the Secretary of State of domicile
and of the By-Laws (or Codes of Regulations) of the Corporation, certified by
its corporate Secretary, and the minute and stock record book or books of the
Corporation are true and complete and reflect all resolutions adopted and all
actions authorized or ratified by the shareholders and the directors of the
Corporation.
2.04 CAPITALIZATION. THE AUTHORIZED CAPITAL STOCK OF THE CORPORATION
CONSISTS OF 500,000,000 shares of common stock, $.001 par value per share, of
which 492,060,312 shares are issued and outstanding as of the date hereof. There
are no options, warrants, convertible securities or rights which may require any
Company to issue additional shares of its capital stock. All the outstanding
shares of common stock of the Corporation have been duly authorized, and are
validly issued, fully paid and nonassessable. The Corporation has no obligation
of any kind to issue any additional securities, except as disclosed in Schedule
2.03, or as provided for herein.
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2.05 FINANCIAL INFORMATION; NO MATERIAL ADVERSE CHANGE.
(a) AmeriResources has heretofore delivered to Staruni suff-
icient financial information for the Corporation.
All of the Financial Statements for the Corporation and AmeriResources
(i) have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods, (ii) fairly present
the financial condition, results of its operations and changes in its financial
position at and for the periods therein specified for the entities covered
thereby, (iii) are true and complete, (iv) are consistent with the books and
records of the entities covered thereby, and (v) with respect to any unaudited
financial statements, include all adjustments, consisting only of normal
recurring adjustments, required for a fair presentation. As of the respective
dates, such Financial Statements did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.
2.06 TAX MATTERS.
(a) The Corporation has filed or caused to be filed with the
appropriate federal, state, county, local and foreign governmental agencies of
instrumentalities all tax returns and tax reports required to be filed, and all
taxes, assessments, fees and other governmental charges have been fully paid
when due.
(b) There is no pending or, to the best knowledge of the
Corporation, any threatened federal, state or local tax audit of the
Corporation; there is no agreement with any federal, state or local taxing
authority that may affect the subsequent tax liabilities of the Corporation.
2.07 PARTY TO AGREEMENTS.
(a) The Corporation is not a party to any contract or other
arrangements except those made in the ordinary course of business or which are
terminable on the giving of sixty (60) days (or less) notice of the
Corporation's intent to terminate such contract. The Corporation is not in
default in any material respect under any contract or agreements to which it is
a party or by which it or any of its assets is or may be bound.
(b) Schedule 2.07 is a true and complete list of all contracts,
understandings, commitments, arrangements and agreements (all of which, and any
other agreements set forth on any other Schedule or list, or furnished in
writing to Staruni pursuant to this Agreement, are collectively referred to in
this Agreement as "contracts"), which are in full force and effect, unperformed
in whole or in part, to which The Corporation is a party, including, but not
limited to, the following:
(i) bonus, incentive, pension, profit-sharing,
hospitalization, insurance, deferred compensation, retirement,
stock option or stock purchase plans or similar plans
providing employee benefits;
(ii) factoring, loan, note, financing or similar contracts
with any lenders, or guarantees of undertakings to answer for
the debts or defaults of another, or any contracts encumbering
title to any of The Corporation's assets;
(iii) contracts for the acquisition or disposition of the
property, assets or capital stock or other securities of a
business or company;
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(iv) management or consulting contracts;
(v) partnership or joint venture contracts involving a sharing
of profits;
(vi) contracts for the employment or compensation of any
employee, officer, director or agent; and
(vii) contracts not made in the ordinary course.
2.08 LITIGATION. There are no actions, suits, investigations, or
proceedings pending, or, to the knowledge of the Corporation, threatened,
against or affecting or which may adversely affect the Corporation, in any court
or by or before any governmental body or agency, including without limitation
any claim, proceeding or litigation for the purpose of challenging, enjoining or
preventing the execution, delivery or consummation of this Agreement; and the
Corporation does not know of any state of facts which would give rise to any
such action, suit, investigation or proceeding. The Corporation is not subject
to any order, judgment, decree, stipulation or consent or any agreement with any
governmental body or agency which affects its business or operation.
2.09 GOVERNMENTAL APPROVAL. The Corporation has all permits, licenses,
orders and approvals of all federal, state, local or foreign governmental or
regulatory bodies required for the Corporation to conduct its business as
presently conducted. All such permits, licenses, orders and approvals are in
full force and effect and no suspension or cancellation of any of them is
threatened, and none of such permits licenses, orders of approvals will be
affected by the consummation of the transactions contemplated by this Agreement.
2.10 SALARIES AND ACCRUED COMPENSATION. Schedule 2.10 annexed hereto
and made a part hereof is a true and complete list, as of the date of this
Agreement, of all of the persons who are employed by the Corporation with
compensation (including bonuses) in excess of $2,500 per year, and the
Corporation does not have outstanding liability for payment of wages, vacation
pay (whether accrued or otherwise), salaries, bonuses, pensions or contributions
under any labor or employment contract, whether oral or written, or by reason of
any past practices with respect to such employees based upon or accruing with
respect to services of present or former employees of the Corporation, except as
disclosed in Schedule 2.10.
2.11 EMPLOYEE BENEFIT PLANS. The Corporation does not have any pension
plan, profit-sharing plan or employees' savings plan, and the Corporation is not
otherwise subject to any applicable provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
2.12 TITLE TO ASSETS. The Corporation has good, valid and, except as to
leased assets, marketable title to all of its assets (real and personal,
tangible and intangible), including, but not limited to, all assets reflected or
required to be reflected in the Financial Statements and all assets purchased or
leased by them (except for properties and assets so reflected or required to be
reflected, which have been sold or otherwise disposed of in the ordinary course
of business), subject to no liens, pledges, encumbrances, mortgages, security
interests, charges or other similar restrictions of any nature whatsoever,
except as disclosed in the Financial Statements or in Schedules to this
Agreement. The personal property owned or leased by The Corporation for the
operation of, or used in, its business is in its possession and is in good
operating or working condition and repair, after taking into account routine
maintenance and repair, age of equipment and ordinary wear and tear, and is
adequate for the operation of its business as presently conducted.
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2.13 PATENTS AND TRADEMARKS.
(a) All trademarks, trade names, service marks or applications
owned by The Corporation or used in its operations are listed on Schedule 2.13
and, to the extent indicated thereon, have been duly registered and filed.
2.14 ENVIRONMENTAL CONCERNS. The Corporation has not engaged in any
operations which have resulted or will result in any chemicals, hazardous,
noxious or toxic wastes being deposited, spilled, leaked, disposed of, dumped or
buried at any facility, contiguous property, or any other real property, which
have, will, or may result in property damages, personal injury or clean-up
costs.
2.15 LABOR MATTERS. The Corporation has not entered into any collective
bargaining agreements and is not in discussions with any labor group seeking to
become a bargaining unit for any of the Corporations employees.
2.16 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by AmeriResources in this Agreement or in any certificate,
schedule or other document furnished in connection with the transactions
contemplated by this Agreement, contains or will contain any untrue statement of
a material fact, or omits or will omit to state a material fact necessary to
make the statements of fact contained therein not misleading.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF STARUNI
Staruni represents and warrants to AmeriResources, to the best of its
knowledge, knowing and intending that AmeriResources will rely on these
representations and warranties in entering into this Agreement, as follows:
3.01 CORPORATE AUTHORITY. Staruni has the corporate power and authority
to enter into this Agreement and to carry out its obligation hereunder. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by its Board of
Directors and, except for the approval of its stockholders, if necessary, no
other corporate proceedings on the part of such Company are necessary to
authorize this Agreement and the transactions contemplated hereby.
3.02 NO CONFLICT OR DEFAULT. Neither the execution and delivery of this
Agreement, nor compliance with the terms and provisions hereof, including
without limitation the consummation of the transactions contemplated hereby,
will violate any statute, regulation or ordinance of any governmental authority,
or conflict with or result in the breach of any term, condition or provisions of
the Articles of Incorporation or By-laws of Staruni, or of any agreement, deed,
contract, mortgage, indenture, writ, order decree, legal obligation or
instrument to which Staruni is a party or by which it or any of its respective
assets or properties are or may be bound, or constitute a default (or an event
which, with the lapse of time or the giving of notice, or both, would constitute
a default) thereunder or result in the creation or imposition of any lien,
charge or encumbrance, or restriction of any nature whatsoever with respect to
any properties or assets of Staruni, or give to others any interest or rights,
including rights of termination, acceleration or cancellation in or with respect
to any of the properties, assets, contracts or business of Staruni.
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3.03 DUE ORGANIZATION; POWER; QUALIFICATION; SUBSIDIARIES AND
AFFILIATES, ETC.
(a) Staruni is a corporation duly organized, validly existing,
in good standing under the laws of the State of California and has the corporate
power to own its property and to carry on its business as now conducted. The
nature of the business now conducted by Staruni, the character of the property
owned by it, or any other state of facts does not require Staruni to be
qualified to do business as a foreign corporation in any jurisdiction.
3.04 CAPITALIZATION. The authorized capital stock of staruni consists of
shares 250,000,000 shares of common stock, $.0001 par value per share, of which
approximately 14,000,000 shares are issued and outstanding as of the date
hereof. There are no options, warrants, convertible securities or rights which
may require Staruni to issue additional shares of its capital stock, except as
disclosed in Schedule 3.03. All the outstanding shares of common stock and
preferred stock of Staruni have been duly authorized, and are validly issued,
fully paid and nonassessable. Staruni has no obligation of any kind to issue any
additional securities, except as disclosed in Schedule 3.03, or as provided for
herein.
3.05 FINANCIAL INFORMATION; NO MATERIAL ADVERSE CHANGE.
(a) Staruni has heretofore delivered to AmeriResources
sufficient financial information for the use of AmeriResources.
All of the Financial Statements of Staruni (i) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods, (ii) fairly present the financial condition, results
of its operations and changes in its financial position at and for the periods
therein specified for the entities covered thereby, (iii) are true and complete,
(iv) are consistent with the books and records of the entities covered thereby,
and (v) with respect to any unaudited financial statements, include all
adjustments, consisting only of normal recurring adjustments, required for a
fair presentation. As of the respective dates, such Financial Statements did not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(b) There were no liabilities, absolute or contingent of
Staruni that were not shown or reserved against on the balance sheets included
in the Financial Statements, except obligations under the contracts shown on or
as otherwise disclosed in Schedule 3.05.
(c) Staruni has not sold or otherwise disposed of or
encumbered any of the properties or assets reflected on the Financial
Statements, or otherwise owned or leased by it except in the ordinary course of
business, except as described in Schedule 3.05.
(d) Staruni has no liabilities or obligations, whether accrued
or unaccrued, fixed or contingent, which have not been reflected in the
Financial Statements or described on Schedules to this Agreement, except
liabilities incurred and obligations entered into in the ordinary course of
business and is not in default with respect to any such liability or obligation.
3.06 TAX MATTERS.
(a) Staruni has filed or caused to be filed with the
appropriate federal, state, county, local and foreign governmental agencies or
instrumentalities all tax returns and tax reports required to be filed, and
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all taxes, assessments, fees and other governmental charges have been fully paid
when due.
(b) There are no pending or, threatened federal, state or
local tax audit of Staruni; there is no agreement with any federal, state or
local taxing authority that may affect the subsequent tax liabilities of
Staruni.
3.07 PARTY TO AGREEMENTS.
(a) Except as disclosed by Staruni in its most recent Form 10KSB,
Staruni is not a party to any contract or other arrangement except those made in
the ordinary course of business or which are terminable on the giving of sixty
(60) day's (or less) notice of Staruni's intent to terminate such contract,
except as set forth in its Form 10KSB
3.08 LITIGATION. Other than as disclosed in its Financial Statements,
there are no actions suits, investigations, or proceedings pending, or, to the
knowledge of Staruni, threatened, against or affecting or which may affect
Staruni, the performance of the terms and conditions hereof, or the consummation
of the transactions contemplated hereby, in any court or by or before any
governmental body or agency, including without limitation any claim, proceeding
or litigation for the purpose of challenging, enjoining or preventing the
execution, delivery or consummation of this agreement; and except as otherwise
disclosed herein does not know of any state of facts which would give rise to
any such action, suit investigation or proceeding. Staruni is not subject to any
order, judgment, decree, stipulation or consent or any agreement with any
governmental body or agency which affects its business or operation.
3.09 GOVERNMENTAL APPROVAL. Staruni has all permits, licenses, orders
and approvals of all federal state, local or foreign governmental or regulatory
bodies required for Staruni to conduct its business as presently conducted. All
such permits, licenses, orders and approvals are in full force and effect and no
suspension or cancellation of any of them is threatened, and none of such
permits licenses, orders of approvals will be affected by the consummation of
the transactions contemplated by this Agreement.
3.13 PATENTS AND TRADEMARKS.
(a) All trademarks, trade names, service marks or applications owned by
Staruni or used in its operations are listed on Schedule 3.13 and, to the extent
indicated thereon, have been duly registered and filed.
3.14 ENVIRONMENTAL CONCERNS. Staruni has not engaged in any operations
which have resulted or will result in any chemicals, hazardous, noxious or toxic
wastes being deposited, spilled, leaked, disposed of, dumped or buried at any
facility, contiguous property, or any other real property, which have, will, or
may result in property damages, personal injury or clean-up costs.
3.15 LABOR MATTERS. Staruni has not entered into any collective
bargaining agreements and is not in discussions with any labor group seeking to
become a bargaining unit for any of the Corporations employees.
3.16 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by Staruni in this Agreement or in any certificate, schedule or
other document furnished in connection with the transactions contemplated by
this Agreement, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements of fact contained therein not misleading.
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3.17 SECURITIES FILINGS. Staruni will have on the closing date and
thereafter, made all filings required to be made by it with the Securities and
Exchange Commission and any state securities authorities.
ARTICLE IV
COVENANTS
4.01 COVENANTS OF STARUNI. Staruni agrees that prior to the closing
date:
(a) No dividend shall be declared or paid by other
distribution (whether in cash, stock, property or any combination thereof) or
payment declared or made in respect to Staruni common stock or preferred stock,
nor shall Staruni purchase, acquire or redeem or split, combine or reclassify
any shares of its capital stock.
(b) Except as herein provided, no change shall be made in the
number of shares of authorized or issued Staruni common stock; nor shall any
option, warrant, call, right, commitment or agreement of any character be
granted or made by Staruni relating to its authorized or issued Staruni common
stock; nor shall Staruni issue, grant or sell any securities or obligations
convertible into or exchangeable for shares of Staruni common stock.
4.02 COVENANTS OF AMERIRESOURCES. AmeriResources agrees that prior to
the closing date:
(a) Except as herein provided, no change shall be made in the
number of shares of authorized or issued common stock of the Corporation; nor
shall any option, warrant, call, right, commitment or agreement (other than this
Agreement) of any character be granted or made relating to the authorized or
issued stock of the Corporation, nor shall there be issued, granted or sold any
securities or obligation convertible into or exchangeable for shares of common
stock.
(b) The Corporation will not (i) incur any indebtedness for
borrowed money; (ii) assume, guarantee, endorse, or otherwise become liable or
responsible (whether directly contingently or otherwise) for the obligations of
any other individual, firm or corporation; or (iii) make any loans, advances of
capital contributions to or investments in, any other individual, firm or
corporation.
(c) The Corporation will not alter or change any employment or
other contract with any of its management personnel or make, adopt, alter,
revise, or amend any pension, bonus, profit-sharing or other employee benefit
plan, or grant any salary increase or bonus to any person or owe any accrued
salary or other compensation under any agreement or plan without the prior
written consent of AmeriResources.
(d) The Corporation will not take, agree to take, or knowingly
permit to be taken any action, or do, or knowingly permit to be done anything in
the conduct of its business, or otherwise, which would be contrary to or in
breach of any of the terms or provisions of this Agreement, or which would cause
any of the representations contained herein to be or become untrue in any
material respect at the Closing Date.
4.03 MUTUAL COVENANTS. Staruni and AmeriResources further agree and
covenant as follows:
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(A) CORPORATE ACTION. AmeriResources and Staruni will take all actions
necessary in accordance with applicable law and each company's Articles of
Incorporation and By-Laws to authorize and consummate the transactions
contemplated herein.
(B) CONDUCT OF BUSINESS. Prior to closing, unless the parties shall
otherwise agree in writing, the Corporation and Staruni shall not operate their
businesses otherwise than in the ordinary course.
(B) ACCESS. Prior to the closing, AmeriResources shall afford to the
officers, attorneys, accountants, and other authorized representatives of
Staruni free and full access to the premises, books and records of the
Corporation in order that Staruni may make such investigation as it may desire
of the affairs of the Corporation.
ARTICLE V
CONDITIONS
5.01 CONDITIONS TO THE OBLIGATIONS OF AMERIRESOURCES. The obligations
of AmeriResources to consummate the sale contemplated by this Agreement are
subject to the satisfaction, at or before the closing, of each of the following
conditions:
(a) No action shall have been threatened, taken by or be
pending before, and no statute, rule, regulation or order shall have been
promulgated, enacted, entered, enforced or deemed applicable to the transaction
by any federal, state or foreign government or governmental authority or by any
court, domestic or foreign, including the entry of a preliminary or permanent
injunction, which would (i) make the sale illegal, (ii) require the divestiture
by AmeriResources of any shares of AmeriResources or the Corporation or of a
material portion of the business of AmeriResources, (iii) impose material limits
on the ability of AmeriResources to effectively control the businesses of
AmeriResources, (iv) otherwise materially adversely affect AmeriResources or (v)
if the sale is consummated, subject any officer, director, or employee of
AmeriResources to criminal penalties or to civil liabilities not adequately
covered by insurance or enforceable indemnification maintained by
AmeriResources.
(b) Staruni shall have complied in all material respects with
its agreements and covenants herein, and all representations and warranties of
Staruni herein shall be true and correct in all material respects at the time of
closing as if made at that time, except to the extent they expressly relate to
an earlier date.
5.02 CONDITIONS TO THE OBLIGATIONS OF STARUNI. The obligations of
Staruni to consummate the purchase contemplated by this Agreement are subject to
the satisfaction, at or before the closing, of each of the following conditions:
(a) No action shall have been threatened, taken by or be
pending before, and no statute, rule, regulation or order shall have been
promulgated, enacted, entered, enforced or deemed applicable to the purchase by
any federal, state of foreign government or governmental authority or by any
court, domestic or foreign, including the entry of a preliminary or permanent
injunction, which would (i) make the purchase illegal, (ii) require the
divestiture by Staruni of the shares of Staruni or of a material portion of the
business of Staruni, (iii) impose material limits on the ability of Staruni to
effectively control the business of Staruni, (iv) otherwise materially adversely
affect Staruni or (v) if the purchase is consummated, subject any officer,
director, or employee of Staruni to criminal penalties or to civil liabilities
not adequately covered by insurance of
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enforceable indemnification maintained by Staruni.
(b) AmeriResources shall have complied in all material
respects with its agreements and covenants herein, and all representations and
warranties of AmeriResources as to the Corporation shall be true and correct in
all material respect at the time of closing as if made at the time, except to
the extent they expressly relate to an earlier date.
ARTICLE VI
INTENTIONALLY LEFT BLANK
ARTICLE VII
INDEMNIFICATION AND WAIVER OF CLAIMS
7.01 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding the
closing of the transactions contemplated by this Agreement or any investigation
made by or on behalf of Staruni or AmeriResources, the representations and
warranties of Staruni and AmeriResources contained in this Agreement or in any
certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto, shall survive the Closing for a period of one (1)
year; provided, however, that the representations and warranties contained in
Sections 2.06 and 3.06 with respect to tax matters shall be deemed to survive
for so long as any applicable statute of limitations with respect to tax claims
shall not have expired, shall have been suspended or shall have been waived or
extended, and for thirty (30) days thereafter; provided further, however, that
as to any breach of or misstatement in any such representation or warranty as to
which the non-breaching party has given notice to the breaching party on or
prior to the expiration of the applicable period as to tax or non-tax matters,
as above set forth, the same shall continue to survive beyond said period, but
only as to the matters contained in such notice.
7.02 INDEMNIFICATION. Staruni and AmeriResources each agree to save,
defend and indemnify the other against and hold it harmless from any and all
liabilities, of every kind, nature and description, fixed or contingent
(including, without limitation, counsel fees and expenses in connection with any
action, claim or proceeding relating to such liabilities) arising out of any
misrepresentation made by such indemnifying party or any transaction or event
commencing or occurring on or prior to Closing, which is not fully disclosed or
provided for in the Financial Statements, this Agreement or the exhibits hereto.
7.03 DEFENSE OF CLAIMS. An indemnified party shall notify the
indemnifying party with reasonable promptness of any claim asserted against it
in respect of which the indemnifying party may be liable under this Agreement,
which notification shall be accompanied by a written statement setting forth the
basis of such claim and the manner of calculation thereof. The indemnifying
party shall have the right to defend any such claim at its own expense and with
counsel of its choice; provided, however, that such counsel shall have been
approved by the indemnified party prior to engagement; which approval shall not
be unreasonably withheld or delayed; and provided further, that the indemnified
party may participate in such defense, if it so chooses, with its own counsel
and at its own expense.
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7.04 RIGHTS WITHOUT PREJUDICE. The rights of Staruni and AmeriResources
under this Article VII are without prejudice to any other rights or remedies
that either may have by reason of this Agreement or as otherwise provided by
law.
ARTICLE VIII
CLOSING
8.01 TIME AND LOCATION. The Closing provided for herein shall take
place at such time and place as may be mutually agreed to by the parties hereto.
Such date is referred to in this Agreement as the "Closing".
8.02 ITEMS TO BE DELIVERED BY AMERIRESOURCES. At the Closing,
AmeriResources will deliver or cause to be delivered to Staruni:
(a) Certificates representing the Shares or stock powers in
accordance with Section 1.01 hereof, accompanied by all instruments and
documents as in the reasonable opinion of Staruni's counsel, shall be necessary
to effect the transfer of and to vest title in and to the Shares in the
Corporation, free and clear of all manner of liens, pledges, encumbrances,
charges and claims thereon;
(b) Such other certified resolutions, documents and
certificates as are required to be delivered by AmeriResources pursuant to the
provisions of this Agreement.
8.03 ITEMS TO BE DELIVERED BY STARUNI. At the Closing, Staruni will
deliver or cause to be delivered to AmeriResources:
(a) The Purchase Price in accordance with Section 1.02, being
Certificates representing the required shares of stock, accompanied by all
instruments and documents as in the reasonable opinion of AmeriResource's
counsel, shall be necessary to effect the transfer of and to vest title in and
to the shares of preferred stock in AmeriResource or Global DataTel, Inc., free
and clear of all manner of liens, pledges, encumbrances, charges and claims
thereon;
(b) Such other certified resolutions, documents and
certificates as are required to be delivered by Staruni pursuant to the
provisions of this Agreement;
ARTICLE IX
TERMINATION
9.01 TERMINATION. Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and the transactions provided
for herein abandoned at any time prior to the Closing:
(a) By mutual consent of parties.
(b) By AmeriResources if any of the conditions set forth in
Section 5.01 have not been fulfilled on or prior to the Closing, or shall become
incapable of fulfillment at any time, and shall not have been waived;
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(c) By Staruni if any of the conditions set forth in Section
5.02 have not been fulfilled on or prior to the Closing Date, or shall have
become incapable of fulfillment at any time, and shall not have been waived;
(d) By Staruni or AmeriResources if any material legal action
or proceedings shall have been instituted or threatened seeking to restrain,
prohibit, invalidate or otherwise adversely affect the consummation of the
transactions contemplated by this Agreement.
(e) If items to be delivered at Closing are not delivered.
In the event that the Agreement is terminated as described above, this
Agreement shall be void and of no force and effect, without any liability or
obligation on the part of any of the parties hereto.
ARTICLE X
NO WAIVER
10.01 The failure of any party at any time or times to require
performance of any provision hereto shall in no manner effect the right of such
party at a later time to enforce the same. No waiver by any party of the breach
of any term, covenant, representation or warranty contained in this Agreement
shall release or affect any liability resulting from such breach, and no waiver
of any nature, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such
condition or of any breach of any other term, covenant, representation or
warranty of this Agreement.
ARTICLE XI
MISCELLANEOUS
11.01 WAIVER OF CONDITIONS. Any condition to the performance of either
party which legally may be waived on or prior to the Closing may be waived at
any time by the party entitled to the benefit thereof by action taken or
authorized by an instrument in writing executed by the relevant party.
11.02 EXPENSES. Whether or not any sale is consummated, all
out-of-pocket costs and expenses incurred in connection with the transaction and
this agreement will be paid by the party incurring such expenses.
11.03 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between Staruni and AmeriResources with respect to the sale of the Shares and
any other transactions contemplated hereby.
11.04 TAX STRUCTURE OF SALE. The sale contemplated by this Agreement is
intended to qualify as a tax-free reorganization. To the extent that the
parties' legal, tax and accounting advisors indicate that all or a portion of
the transactions contemplated hereby adversely affect the tax-free nature of
such transactions, the parties agree to negotiate, in good faith, modifications
to this Agreement so as to enable the parties to consummate the transactions
contemplated hereby without adverse tax consequences to the parties or their
shareholders.
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11.05 SCHEDULES. The parties agree that the Schedules contemplated by
this Agreement shall be delivered by each party to the other not more than 10
days following the date hereof. The information set forth on the Schedules shall
be subject to the parties due diligence review.
11.07 BROKERS. No broker or finder is entitled to any brokerage or
finder's fee or other commission or fee from any Company or based upon
arrangements made by or on behalf of any Company with respect to the
transactions contemplated by this Agreement.
11.08 ARBITRATION. Any controversy arising out of, connected to, or
relating to any matters herein or the transactions contemplated by this
Agreement, or the breach thereof, including, but not limited to any claims of
violations of Federal and/or State Securities Acts, Banking Statutes, Consumer
Protection Statutes, Federal and/or State anti-Racketeering (e.g. RICO) claims
as well as any common law claims and any State Law claims of fraud, negligence,
negligent misrepresentations, and/or conversion shall be settled by arbitration
in the State of Kansas, under the rules of the American Arbitration Association;
and judgment on the arbitrator's award may be entered in any court having
jurisdiction thereof in accordance with the provisions of the law of the State
of Nevada. In the event of such a dispute, each party to the conflict shall
select an arbitrator, both of whom shall select a third arbitrator which shall
constitute the three person arbitration board. The decision of a majority of the
board of arbitrators shall be binding upon the parties.
11.09 OTHER ACTIONS. Each of the parties hereto agrees to execute and
deliver such other documents, certificates, agreements and other writings and to
take such other actions as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.
11.10 WAIVER AND AMENDMENT. Any provision of this Agreement may be
waived at any time by the party which is or whose stockholders are, entitled to
the benefits thereof and this Agreement may be amended or supplemented at any
time. No such waiver, amendment or supplement shall be effective unless in
writing and signed by the party or parties necessary thereto.
11.11 APPLICABLE LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of Kansas.
11.12 DESCRIPTIVE HEADINGS. The descriptive headings are for
convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.13 NOTICES. All notes or other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by registered or certified mail postage prepaid, to the party's address set
forth above with copies to:
If to Staruni, to: Staruni Corporation
Attention: Xxxxx Xxxxxx, President
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
If to AmeriResources, to: Xxxxxx Xxxxxxx
X.X. Xxx 00000
Xxxxxxx, Xxxxxx 00000-0000
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11.14 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one agreement.
11.15 SIGNATURES. Each of the undersigned, have been duly authorized to
execute this Agreement on behalf of Staruni and AmeriResources, respectively.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly AUTHORIZED OFFICERS OF THE PARTIES HERETO AS OF AUGUST , 1999
ATTESTED: STARUNI CORPORATION
BY: /S/ XXXXX XXXXXX
Xxxxx Xxxxxx, President
AMERIRESOURCE TECHNOLOGIES, INC.
BY: /S/ XXXXXX XXXXXXX
Xxxxxx Xxxxxxx, CEO
N:\Master\Clients\AmeriResource Technologies, Inc\SEC File\10qsb\1999 10-QSB
\ARET10Q999.wpd
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