EXECUTION COPY
STOCK PURCHASE AGREEMENT
BY AND AMONG
AMERICAN HOME MORTGAGE HOLDINGS, INC.
AND
THE STOCKHOLDERS OF
MARINA MORTGAGE COMPANY, INC.
LISTED ON THE SIGNATURE PAGES HERETO
DATED DECEMBER 29, 1999
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms...................................................1
ARTICLE II
PURCHASE AND SALE OF SHARES
Section 2.01 Transfer of Stock...............................................2
Section 2.02 Purchase Price Paid by the Purchaser............................2
ARTICLE III
CLOSING
Section 3.01 Closing.........................................................3
Section 3.02 The Stockholders' Deliveries at the Closing.....................3
Section 3.03 Purchaser's Deliveries at the Closing...........................3
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Section 4.01 Authorization of each of the Stockholders.......................3
Section 4.02 Ownership Of Stock..............................................3
Section 4.03 No Conflict or Violation........................................3
Section 4.04 Consents and Approvals..........................................4
Section 4.05 Brokers.........................................................4
Section 4.06 Investment Purposes.............................................4
Section 4.07 Exemption.......................................................4
Section 4.08 Due Diligence...................................................4
Section 4.09 Exclusivity of Preparation......................................5
Section 4.10 No Advertisement................................................5
Section 4.11 Accuracy of Representations.....................................5
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Section 5.01 Organization of the Purchaser...................................5
Section 5.02 Authorization...................................................5
Section 5.03 No Conflict or Violation........................................6
Section 5.04 Consents and Approvals..........................................6
Section 5.05 Compliance with Law.............................................6
Section 5.06 Brokers.........................................................6
Section 5.07 Accuracy of Representations.....................................6
ARTICLE VI
CERTAIN COVENANTS
Section 6.01 Best Efforts....................................................7
Section 6.02 Further Assurances..............................................7
Section 6.03 Confidentiality.................................................7
ARTICLE VII
CONDITIONS TO CLOSING
Section 7.01 Conditions to Obligations of the Purchaser......................7
Section 7.02 Conditions to Obligations of the Stockholder....................8
ARTICLE VIII
TERMINATION AND ABANDONMENT
Section 8.01 Methods of Termination..........................................9
Section 8.02 Procedure Upon Termination......................................9
Section 8.03 Effect of Termination...........................................9
ARTICLE IX
MISCELLANEOUS
Section 9.01 Specific Performance............................................9
Section 9.02 Assignment......................................................9
Section 9.03 Notices........................................................10
Section 9.04 Choice of Law..................................................10
Section 9.05 Entire Agreement; Amendments and Waivers.......................10
Section 9.06 Counterparts...................................................11
Section 9.07 Invalidity.....................................................11
Section 9.08 Headings.......................................................11
Section 9.09 Expenses.......................................................11
EXHIBIT
Exhibit 3.3 - Form of Promissory Note
THIS STOCK PURCHASE AGREEMENT, dated December 29, 1999 (together with
exhibits and schedules hereto, the "Agreement"), is by and among American Home
Mortgage Holdings, Inc., a corporation organized and existing under the law of
the State of Delaware (the "Purchaser"), and the stockholders of Marina Mortgage
Company, Inc. (the "Company") listed on the signature pages hereto (the
"Stockholders").
RECITALS
WHEREAS, the Stockholders own in the aggregate 1,037 shares of common
stock, no par value (the "Shares"), of the Company; and
WHEREAS, the Purchaser desires to purchase from each of the
Stockholders, and each of the Stockholders desires to sell and transfer to the
Purchaser, the Shares upon the terms and subject to the conditions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Capitalized words and phrases used and not
otherwise defined in this Agreement shall have the following meanings:
"Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, controls, is controlled by or is under common control with
the Person specified. For purposes of this definition, the term "control" of a
Person means the possession, direct or indirect, of the power to (i) vote 50% or
more of the voting securities of such Person or (ii) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise, and the terms and phrases "controlling", "controlled by" and "under
common control with" have correlative meanings.
"Agreement" is defined in the preamble.
"Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in New York, New York and the State of Delaware
are authorized or required by law to close.
"Closing" is defined in Section 3.1.
"Closing Date" means the date on which the Closing occurs pursuant to
Section 3.1.
"Contracts" means all agreements, contracts, commitments,
undertakings, instruments, indentures, licenses, authorizations, concessions and
franchises to which any person is a party, an obligator or a beneficiary.
"Encumbrance" means any claim, lien, pledge, option, charge, easement,
security interest, right-of-way, restriction, encumbrance or other similar right
of a third party.
"Governmental Body" means any federal, state, local, foreign or other
governmental agency, instrumentality, commission, authority, board or body.
"Note" is defined in Section 3.3.
"Organizational Documents" means (i) the articles or certificate of
incorporation and the bylaws of a corporation; (ii) the partnership agreement
and any statement of partnership of a general partnership; (iii) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (iv) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (v) any amendment
of any of the foregoing.
"Person" means an individual, a partnership, a limited partnership, a
limited liability company, a joint venture, a corporation, a trust, an
unincorporated organization, a division or operating group of any of the
foregoing, a government or any department or agency thereof or any other entity.
"Representative" means any officer, director, principal, employee or
other authorized representative of a Person.
"Securities Act" means the Securities Act of 1933, as amended.
ARTICLE II
PURCHASE AND SALE OF SHARES
Section 2.01 Transfer of Stock. Subject to the terms and conditions of
this Agreement, on the Closing Date, each of the Stockholders shall sell,
transfer, assign and convey to the Purchaser, and the Purchaser shall purchase
and acquire from each of the Stockholders, all of the Shares owned by each of
the Stockholders.
Section 2.02 Purchase Price Paid by the Purchaser. Subject to the
terms and conditions of this Agreement, on the Closing Date, the Purchaser shall
pay or cause to be paid to each of the Stockholders a purchase price in an
amount equal to $274.5664 multiplied by the number of Shares owned and delivered
by such Stockholder (the "Purchase Price").
ARTICLE III
CLOSING
Section 3.01 Closing. Unless the parties otherwise agree in writing,
the closing of the transactions contemplated by this Agreement (the "Closing")
shall take place promptly following the satisfaction or waiver of all conditions
set forth in Article VII hereof (such date, the "Closing Date"). The Closing
shall be held at 9:00 a.m. local time on the Closing Date at the offices of
Cadwalader, Xxxxxxxxxx & Xxxx, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 or at
such other place as may be determined by the parties.
Section 3.02 The Stockholders' Deliveries at the Closing. At the
Closing, each of the Stockholders shall deliver, or cause to be delivered, to
the Purchaser or his nominee (i) certificate(s) evidencing Shares, free and
clear of any Encumbrances of any nature whatsoever, with all necessary transfer
tax and other revenue stamps (acquired at the Stockholders' expense) affixed and
canceled, and (ii) any other agreements, documents and instruments as
contemplated by this Agreement.
Section 3.03 Purchaser's Deliveries at the Closing. At the Closing,
the Purchaser shall deliver, or cause to be delivered, to each of the
Stockholders (i) the promissory note in the form of Exhibit 3.3 (the "Note") in
the principal amount equal to the Purchase Price, and (ii) any other agreements,
documents and instruments contemplated by this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS
Each of the Stockholders hereby represents and warrants to the
Purchaser as follows:
Section 4.01 Authorization of each of the Stockholders. Each of the
Stockholders has full power and authority to execute and deliver this Agreement
and to perform his or her, as the case may be, obligations hereunder and has
taken all action necessary to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and to perform his or her, as
the case may be, obligations hereunder. This Agreement has been duly executed
and delivered by each of the Stockholders and, assuming the due execution and
delivery of this Agreement by the Purchaser, is a legal, valid and binding
obligation of each of the Stockholders, enforceable against each of the
Stockholders in accordance with its terms subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.
Section 4.02 Ownership Of Stock. Each of the Stockholders owns the
Shares of record and beneficially, free and clear of any Encumbrances of any
nature whatsoever.
Section 4.03 No Conflict or Violation. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in (a) a breach of, a default under, or a right of
termination, cancellation, acceleration or payment with respect to, or the
creation of any Encumbrance upon, any of the assets or properties of the
Stockholders pursuant to, any Contract to which the Stockholders is a party or
is subject or by which any asset of the Stockholders is bound other than
breaches, defaults, rights of termination, cancellation, acceleration or payment
or Encumbrances which could not reasonably be expected to have individually or
in the aggregate a material adverse effect on the ability of the Stockholders to
consummate the transactions contemplated hereby, or (b) a violation by the
Stockholders of any statute, rule, regulation, ordinance, code, order, judgment,
writ, injunction, decree or award.
Section 4.04 Consents and Approvals. No consent, approval,
authorization or other action by, or filing with or notification to, any
governmental or regulatory authority or other third party is required to be made
or obtained by the Stockholders on or prior to the Closing Date in connection
with the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement, except where
failure to obtain such consent, approval, authorization or action, or to make
such filing or notification, would not interfere with the ability of the
Stockholders to consummate the transactions contemplated by this Agreement and
individually and in the aggregate could not reasonably be expected to have a
material adverse effect on the ability of the Stockholders to consummate the
transactions contemplated hereby.
Section 4.05 Brokers. Neither of the Stockholders has employed, and
is not subject to any valid claim of, any broker, finder, investment banker,
consultant or other intermediary in connection with the transactions
contemplated by this Agreement who will be entitled to a fee or commission in
connection with such transactions. Each of the Stockholders is solely
responsible for any payment, fee or commission that may be due to each advisor,
if any, in connection with the transactions contemplated hereby.
Section 4.06 Investment Purposes. Each of the Stockholders is
purchasing the Notes for its own account, for investment purposes only and not
with a view towards or in connection with the public sale or distribution
thereof in violation of the Securities Act.
Section 4.07 Exemption. Each of the Stockholders understands that the
Notes are being offered and sold by the Purchaser in reliance on an exemption
from the registration requirements of the Securities Act and equivalent state
securities and "blue sky" laws, and that the Purchaser is relying upon the
accuracy of, and Stockholders' compliance with, Stockholders' representations,
warranties and covenants set forth in this Agreement to determine the
availability of such exemption and the eligibility of each of the Stockholders
to purchase the Notes. Each of the Stockholders understands that the Notes to be
acquired by such Stockholder have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission.
Section 4.08 Due Diligence. Each of the Stockholders has been provided
by the Purchaser with the Purchaser's filings with the Securities and Exchange
Commission on Form S-1 and the most recent quarterly report of the Purchaser on
Form 10-Q. Each of the Stockholders has been given the opportunity prior to the
date hereof to ask questions of, and receive answers from, the Purchaser or its
Representatives concerning the Purchaser and the Notes. Each of the Stockholders
acknowledges that such Stockholder has been consulted by legal counsel in
connection with the negotiation, execution and delivery of this Agreement. Each
of the Stockholders represents that such Stockholder has been advised to seek
the advice of tax counsel and accountants in connection with negotiation,
execution and delivery of this Agreement and has not relied on the advice of the
Company or its counsel with respect to any of the tax issues relating to, or
arising in connection with, this Agreement or transactions contemplated hereby.
Section 4.09 Exclusivity of Preparation. No representations or
warranties have been made to the Stockholders by the Purchaser, or any
Representative of the Purchaser, other than the representations of the Purchaser
contained herein, and, in acquiring the Notes, the Stockholders are not relying
upon any representations or warranties other than those contained herein.
Section 4.10 No Advertisement. Neither of the Stockholders is
purchasing the Notes as a result of or subsequent to any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar
media or broadcast over television or radio, any seminar or meeting or any
solicitation of a subscription by a person or entity not previously known to the
Stockholders in connection with investments in securities generally.
Section 4.11 Accuracy of Representations. No representation or
warranty made by the Stockholders in this Agreement or any document or statement
delivered, or to be delivered, by or on behalf of each of the Stockholders
pursuant hereto contains or, as of the Closing Date, will contain any untrue
statement of a material fact or omits or, as of the Closing Date, will omit to
state a material fact necessary to make the statements contained herein or
therein not misleading.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to each of the
Stockholders as follows:
Section 5.01 Organization of the Purchaser. The Purchaser is duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has full corporate power and authority to conduct its business as
it is presently being conducted and to own, lease and use its properties and
assets.
Section 5.02 Authorization. The Purchaser has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder and has taken all action necessary to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and to perform
its obligations hereunder. This Agreement has been duly executed and delivered
by the Purchaser and, assuming the due execution and delivery of this Agreement
by each of the Stockholders, is a legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles.
Section 5.03 No Conflict or Violation. Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will result in (a) a violation of or a conflict with any provision of the
Organizational Documents of the Purchaser, (b) a breach of, a default under, or
a right of termination, cancellation, acceleration or payment with respect to,
or the creation of any Encumbrance upon, any of the assets or properties of the
Purchaser pursuant to, any Contract to which the Purchaser is a party or is
subject or by which any asset of the Purchaser is bound other than breaches,
defaults, rights of termination, cancellation, acceleration or payment or
Encumbrances which could not reasonably be expected to have individually or in
the aggregate a material adverse effect on the business or financial condition
of the Purchaser or on the transactions contemplated hereby, or (c) a violation
by Company of any statute, rule, regulation, ordinance, code, order, judgment,
writ, injunction, decree or award.
Section 5.04 Consents and Approvals. No consent, approval,
authorization or other action by, or filing with or notification to, any
governmental or regulatory authority or other third party is required to be made
or obtained by the Purchaser on or prior to the Closing Date in connection with
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated by this Agreement, except where failure to
obtain such consent, approval, authorization or action, or to make such filing
or notification, would not interfere with the ability of the Purchaser to
consummate the transactions contemplated by this Agreement and individually and
in the aggregate could not reasonably be expected to have a material adverse
effect on the business or financial condition of the Purchaser or on the
transactions contemplated hereby.
Section 5.05 Compliance with Law. The Purchaser has complied and is in
compliance with all laws, rules, regulations, codes, and plans, and all
injunctions, judgments, orders, decrees or rulings of every court and
Governmental Body (the "Regulations") and has not received notice of any
unremedied violation of any Regulation, except in each case for such instances
of non-compliance or violation as could not reasonably be expected to have a
material adverse effect on the business or financial condition of the Purchaser
or on the transactions contemplated hereby.
Section 5.06 Brokers. The Purchaser has not employed, and is not
subject to any valid claim of, any broker, finder, investment banker, consultant
or other intermediary in connection with the transactions contemplated by this
Agreement who will be entitled to a fee or commission in connection with such
transactions. The Purchaser is solely responsible for any payment, fee or
commission that may be due to each advisor, if any, in connection with the
transactions contemplated hereby.
Section 5.07 Accuracy of Representations. No representation or
warranty made by the Purchaser in this Agreement or any document or statement
delivered, or to be delivered, by or on behalf of the Purchaser pursuant hereto
contains or, as of the Closing Date, will contain any untrue statement of a
material fact or omits or, as of the Closing Date, will omit to state a material
fact necessary to make the statements contained herein or therein not
misleading.
ARTICLE VI
CERTAIN COVENANTS
Section 6.01 Best Efforts. The parties hereto will cooperate and use
their mutual best efforts to fulfill the conditions precedent to the other
party's obligations hereunder, including but not limited to, securing as
promptly as practicable any consents, approvals, waivers and authorizations
required in connection with the transactions contemplated hereby and further
including taking all reasonable steps to consummate the Closing.
Section 6.02 Further Assurances. At any time after the Closing Date,
the parties shall promptly execute, acknowledge and deliver any other assurances
or documents reasonably requested by other parties and necessary for other
parties to satisfy their respective obligations hereunder or obtain the benefits
contemplated hereby.
Section 6.03 Confidentiality. Each of the Stockholders hereby agrees
that it shall keep all information relating to the Company and the Purchaser
(including any such information received prior to the date hereof) confidential
except information which (i) becomes known to such party from a source, other
than the Company and the Purchaser, their respective directors, officers,
employees, Representatives or outside advisors, which source is not obligated to
the Company or the Purchaser to keep such information confidential or (ii)
becomes generally available to the public through no breach of this Agreement by
any party hereto. Each of the Stockholders also agrees that such non-public
information will not be used by it or their Representatives either to compete
with the Company or the Purchaser or to conduct itself in a manner inconsistent
with the antitrust laws of the United States or any state. Notwithstanding the
foregoing, the Stockholders may disclose non-public information if required to
do so by a court of competent jurisdiction or by any governmental agency;
provided, however, that prompt notice of such required disclosure be given to
the Purchaser prior to the making of such disclosure so that the Purchaser may
seek a protective order or other appropriate remedy. In the event that such
protective order or other remedy is not obtained, the party hereto required to
disclose the non-public information will disclose only that portion which such
party is advised by opinion of counsel is legally required to be disclosed and
will request that confidential treatment be accorded such portion of the
non-public information.
ARTICLE VII
CONDITIONS TO CLOSING
Section 7.01 Conditions to Obligations of the Purchaser. The
obligations of the Purchaser to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment or waiver, at or prior to the
Closing, of each of the following conditions:
(a) Representations and Warranties; Covenants. The representations and
warranties of each of the Stockholders contained in this Agreement shall be true
and correct as of the Closing, with the same force and effect as if made on and
as of the Closing Date, and all the covenants contained in this Agreement to be
complied with by each of the Stockholders, on or before the Closing Date shall
have been complied with in all material respects, and the Purchaser shall have
received a certificate of each of the Stockholders to such effect;
(b) No Prohibition. There shall not exist any temporary restraining
order, preliminary or permanent injunction, final judgment, law or regulation
prohibiting the consummation of this Agreement or the transactions contemplated
hereby, or, to the knowledge of any party, any pending or threatened action by
any Governmental Body or private party prohibiting or seeking to prohibit the
consummation of this Agreement or the transactions contemplated hereby;
(c) Stock Option Agreements. Each Stockholder shall have entered into
a Non-Qualified Stock Option Grant Agreement with the Purchaser; and
(d) Additional Documents. The Purchaser shall have received such
additional documents, certificates, payments, assignments, transfers and other
deliveries as he or his counsel may reasonably request and as are customary to
effect a closing of the matters herein contemplated.
Section 7.02 Conditions to Obligations of the Stockholder. The
obligations of the Stockholder to consummate the transactions contemplated by
this Agreement shall be subject to the fulfillment or waiver, at or prior to the
Closing, of each of the following conditions:
(a) Representations and Warranties; Covenants. The representations and
warranties of the Purchaser contained in this Agreement shall be true and
correct as of the Closing, with the same force and effect as if made on and as
of the Closing Date, and all the covenants and other obligations contained in
this Agreement to be complied with by the Purchaser on or before the Closing
Date shall have been complied with in all material respects;
(b) No Prohibition. There shall not exist any temporary restraining
order, preliminary or permanent injunction, final judgment, law or regulation
prohibiting the consummation of this Agreement or the transactions contemplated
hereby, or, to the knowledge of any party, any pending or threatened action by
any governmental authority or private party prohibiting or seeking to prohibit
the consummation of this Agreement or the transactions contemplated hereby;
(c) Stock Option Agreements. Each Stockholder shall have entered into
a Non-Qualified Stock Option Grant Agreement with the Purchaser; and
(d) Additional Documents. The Stockholders shall have received such
additional documents, certificates, payments, assignments, transfers and other
deliveries as his or her counsel may reasonably request and as are customary to
effect a closing of the matters herein contemplated.
ARTICLE VIII
TERMINATION AND ABANDONMENT
Section 8.01 Methods of Termination. The transactions contemplated
herein may be terminated and/or abandoned at any time prior to the Closing:
(a) by mutual written consent of the Purchaser and the Stockholders;
(b) by the Purchaser or the Stockholders if any party has materially
breached any representation, warranty, or covenant contained in this Agreement;
or
(c) by the Purchaser or the Stockholders in the event any court or
governmental agency of competent jurisdiction shall have issued an order, decree
or ruling or taken any other action restraining, enjoining or otherwise
prohibiting the transactions contemplated hereby and such order, decree or
ruling or other action shall have become final and nonappealable.
Section 8.02 Procedure Upon Termination. In the event of termination
and abandonment by the Purchaser or the Stockholders, pursuant to Section 8.1,
written notice thereof shall be given to the other party and the transactions
contemplated by this Agreement shall be terminated and/or abandoned, without
further action by the parties. If the transactions contemplated by this
Agreement are terminated and/or abandoned as provided herein, each party hereto
will redeliver all documents, work papers and other material (and all copies
thereof) of the other party relating to the transactions contemplated hereby,
whether so obtained before or after the execution hereof, to the party
furnishing the same.
Section 8.03 Effect of Termination. In the event of the termination of
this Agreement pursuant to Section 8.1, this Agreement shall thereafter become
void and have no effect, and no party hereto shall have any liability or
obligation to any other party hereto in respect of this Agreement, except that
the provisions of Article IX (Miscellaneous) and Section 8.3 shall survive any
such termination; provided, however, that no party shall be released from any
liability hereunder if this Agreement is terminated and the transactions
contemplated hereby abandoned by reason of (i) willful failure of such party to
perform its obligations hereunder or (ii) any misrepresentation made by such
party of any matter set forth herein.
ARTICLE IX
MISCELLANEOUS
Section 9.01 Specific Performance. It is expressly understood and
agreed that the material breach of any covenant contained in this Agreement will
result in irreparable injury to the other party and that therefore such other
party shall be entitled to specific performance thereof.
Section 9.02 Assignment. No party to this Agreement may assign any of
its rights or obligation under this Agreement without the prior written consent
of each other party hereto; provided, however, that the Purchaser may assign its
rights hereunder to any subsidiary of the Purchaser or Affiliate. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and no other Person
shall have any right, benefit or obligation hereunder.
Section 9.03 Notices. Unless otherwise provided herein, any notice,
request, instruction or other document to be given hereunder by any party to the
other parties shall be in writing and delivered in person or by courier or by
facsimile transmission as follows (or at such address or facsimile number of
which notice shall have been duly given in accordance with this Section 9.3):
If to the Purchaser: American Home Mortgage Holdings, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx
With a copy to: Cadwalader, Xxxxxxxxxx & Xxxx
000 Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx, Esq.
If to the Stockholders: Marina Mortgage Company, Inc.
00000 Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: c/o Xxxxxxx Xxxxxx
With a copy to: Xxxxxxx & Xxxxxxxx
00000 Xxxx Xxxxxx Xx., #000
Xxxxxx Xxxxxx, XX 00000
Facsimile: (000)000-0000
Attention: Xxxxxxx Xxxxxxxx, Esq.
or to such other place and with such other copies as either party may designate
as to itself by written notice to the others. Any failure by any party to
deliver copies of any notice shall not, in itself, affect the validity of such
notice if otherwise properly made to the other party.
SECTION 9.04 CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
Section 9.05 Entire Agreement; Amendments and Waivers. This Agreement
constitutes the entire agreement among the parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by all parties. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
Section 9.06 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 9.07 Invalidity. In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or any other such instrument.
Section 9.08 Headings. The headings of the Articles and Sections
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
Section 9.09 Expenses. Each of the parties hereto will be liable for
its own costs and expenses incurred in connection with the negotiation,
preparation, execution or performance of this Agreement.
[Remainder of the page intentionally left blank].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
AMERICAN HOME MORTGAGE
HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President and CEO
XXXXXXX XXXX XXXXX
/s/ Xxxxxxx Xxxx Xxxxx
----------------------------------
XXXXXX XXXXX
/s/ Xxxxxx Xxxxx
----------------------------------
XXXXXX XXXXXXX XXXXXXXXX
/s/ Xxxxxx Xxxxxxx Xxxxxxxxx
----------------------------------
XXXXX XXXXXXX XXXXXXXXX
/s/ Xxxxx Xxxxxxx Xxxxxxxxx
----------------------------------
XXXXXXX XXXXX XXXXXXX
/s/ Xxxxxxx Xxxxx XxXxxxx
----------------------------------
