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Exhibit 10.45
AGREEMENT FOR PURCHASE AND SALE OF STOCK
This Agreement for Purchase and Sale of Stock ("Agreement") is made
and entered into this 4th day of November, 1996, by and between Xxxxxxx X.
XxXxxxxx, Xx., Trustee of The XxXxxxxx Family Trust, Xxxxxxxxxxx X. XxXxxxxx,
Xxxxxxx X. XxXxxxxx, Xx., Xxxx X. XxXxxxxx, Xxxx X. Xxxxxxx, and Xxxx X.
Xxxxxx (individually referred to herein as a "Stockholder" and collectively
referred to herein as the "Stockholders") and Fidelity National Financial,
Inc., a Delaware corporation (referred to herein as "Buyer").
WHEREAS, the Stockholders are the owners of all of the issued and
outstanding shares of common stock and preferred stock of CRM Inc., a
California corporation (the "Company"); and each Stockholder is willing to
transfer all of such Stockholder's shares of preferred stock of the Company
(the "Shares") to Buyer upon the terms and conditions set forth herein;
WHEREAS, Buyer is willing, subject to the terms and conditions set
forth herein, to acquire all of the Shares;
WHEREAS, the parties are entering into this Agreement, in part, with
the intention to consolidate the tax service business of the Company and
Fidelity National Tax Service, a California corporation which is an affiliate
of Buyer;
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants, agreements, representations and warranties hereinafter set forth,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Stock Sale by the Stockholders. Subject to the terms and
conditions set forth in this Agreement, the Stockholders will transfer to Buyer
all of the Shares, the exact number of Shares to be transferred by each of the
Stockholders to be as follows:
Stockholder No. of Shares
----------- --------------
XxXxxxxx Family Trust 44,000
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Xxxxxxxxxxx X. XxXxxxxx 25,000
Xxxxxxx X. XxXxxxxx, Xx. 25,000
Xxxx X. XxXxxxxx 25,000
Xxxx X. Xxxxxx 25,000
Xxxx X. Xxxxxxx 16,000
------
TOTAL 160,000
2. Purchase Price. In consideration for the sale and transfer of
the Shares by the Stockholders, Buyer shall pay to the Stockholders, Twenty Two
Dollars ($22) per Share, or an aggregate consideration of Three Million Five
Hundred Twenty Thousand ($3,520,000) for all of the Shares, as follows: (a)
Buyer shall pay to the Stockholders, pro rata, an aggregate of One Million
Dollars ($1,000,000) of cash consideration, and (b) Buyer shall issue and
deliver to the Stockholders, pro rata, share certificates of Buyer valued at an
aggregate of Two Million Five Hundred Twenty Thousand Dollars ($2,520,000)
evidencing the Stockholders' ownership of Buyer's common stock (the shares of
Buyer's common stock transferred to the Stockholders are referred to herein as
the "Buyer Stock"). The exact number of shares of the Buyer Stock to be issued
and delivered to the Stockholders shall be determined based on the average
closing price of Buyer Stock on the New York Stock Exchange for the five (5) to
fifteen (15) days prior to the Closing Date (as defined in Section 3 hereof),
and said number of shares of Buyer's Stock shall be inserted in the space
provided below on the Closing Date and initialed by the Buyer and the
appropriate Stockholder. In lieu of issuing fractional shares of Buyer Stock
to the Stockholders, Buyer shall pay cash equal to such fraction multiplied by
the value of one share of Buyer Stock, as determined hereinabove.
Value of
Cash Shares of Fractional
Shareholder Consideration Buyer Stock Shares
----------- ------------- ----------- ----------
XxXxxxxx Family Trust $275,000 43,448 $4.47
Xxxxxxxxxxx X. XxXxxxxx $156,250 24,686 $8.29
Xxxxxxx X. XxXxxxxx, Xx. $156,250 24,686 $8.29
Xxxx X. XxXxxxxx $156,250 24,686 $8.29
Xxxx Xxxxxx $156,250 24,686 $8.29
Xxxx X. Xxxxxxx $100,000 15,799 $5.90
-------- ------ -----
TOTAL $1,000,000 157,991 $43.54
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3. Closing. The closing of the sale of the Shares, the payment
of the cash consideration to the Stockholders, and the issuance and delivery of
the Buyer Stock to the Stockholders ("Closing") will take place at 10:00 a.m.
on November 4, 1996, at the offices of Citron & Deutsch, 00000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx, or at such date, time and place
as the parties all agree in writing ("Closing Date"). At the Closing, (a) the
Stockholders shall deliver to Buyer stock certificates evidencing the Shares
duly endorsed for transfer or accompanied by duly executed stock powers, in
either case executed in favor of Buyer, (b) Buyer shall deliver the cash
consideration to the Stockholders payable by cashiers check to the Stockholders
in the amounts set forth in Section 2 hereof, (c) Buyer shall deliver stock
certificates to the Stockholders evidencing the shares of Buyer Stock to be
issued to the Stockholders under this Agreement, in the amounts set forth in
Section 2 hereof, duly registered in the name of the respective Stockholders,
and (d) Buyer shall deliver to the Stockholders a cashiers check for the value
of the fractional shares of Buyer Stock, if applicable, as provided in Section
2 hereof. Buyer and the Stockholders hereby covenant and agree to use their
best efforts to negotiate, execute and deliver those agreements identified in
Subsections (e), (f), (g), and (h) of Section 7 of this Agreement prior to or
on the Closing Date.
4. Representations and Warranties of the Stockholders. The
Stockholders jointly and severally represent and warrant, as of the date hereof
and as of the Closing Date, as follows:
(a) Organization, Good Standing and Qualification. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of California, has all necessary corporate powers to own its
properties and to carry on its business as now owned and operated by it, and is
duly qualified to transact intrastate business and is in good standing in all
jurisdictions in which the nature of its business or its properties makes such
qualification necessary. The Company has one wholly-owned subsidiary, namely,
Environmental Research, Inc. Environmental Research, Inc. is not actively
conducting business, and does not have any assets, liabilities or obligations
which would have a material effect on the transaction contemplated by this
Agreement or the business or operations of the Company.
(b) Capital Structure. Upon amendment of the Company's
articles of incorporation, the authorized number of shares of the Company will
be 300,000 shares of Common Stock, and 160,000 shares of Series A Preferred
Stock, of which 40,000 shares of Common Stock will be issued and outstanding
and 160,000 shares of Series A Preferred Stock
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will be issued and outstanding. All of the issued and outstanding shares of
Common Stock and Series A Preferred Stock will be owned of record and
beneficially by the Stockholders, free and clear of any pledges, liens,
encumbrances or charges. All of the Shares are validly issued, fully paid and
non-assessable. There are no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments obligating
the Company to issue or to transfer from treasury any additional shares or
requiring any of the Stockholders to sell or transfer any Shares or giving any
person the right or option to purchase any of the Shares.
(c) Authority and Consent. The Company has full
corporate power and authority and each of the Stockholders have the power and
authority to execute and deliver this Agreement and any other agreements and
instruments contemplated hereby. Upon execution by the Stockholders, this
Agreement will be valid and binding upon the Stockholders in accordance with
its terms.
(d) Title to Assets. The Company has good and marketable
title to all of its assets free and clear of any mortgage, pledge, lien,
encumbrance or charge except as set forth on Schedule "4 (d)" to this
Agreement. All assets are in good operating condition and repair and are
suitable for the purposes for which they are presently used or proposed to be
used.
(e) Financial Statements. Schedule "4 (e)" to this
Agreement sets forth the balance sheet of the Company as of September 30, 1996
and the related statement of income and retained earnings for the fiscal year
then ended (collectively, the "Financial Statements"). The Financial
Statements have been compiled in accordance with generally accepted accounting
principles, except with respect to those certain departures from generally
accepted accounting principles as are described in that certain letter dated
October 10, 1996 from Xxxxx X. Xxxxxxx, the Company's accountant who prepared
the Financial Statements, to the Board of Directors of the Company. The
Financial Statements are true and correct and fairly present in all material
respects the financial condition of the Company as of the dates and for the
periods reflected therein. No more recent Financial Statements have been
prepared. There are no other liabilities or obligations of the Company not
reflected on the Financial Statements which, either individually or in the
aggregate, would be material.
(f) Adverse Changes. Since the date of the Financial
Statements, there has not been (i) any adverse change in the Company's
financial condition, business or prospects, nor
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have the Stockholders any reason to believe there will be; (ii) any transaction
by the Company except in the ordinary course of business; (iii) any sale or
transfer of any asset of the Company except in the ordinary course of business;
(iv) any loan by the Company to any person or entity, or any guarantee by the
Company of any loan; provided, however, since the date of the Financial
Statements, the Company has paid the loan of $60,057.65 to Xxxxxxx XxXxxxxx,
Xx. reflected on the Company's balance sheet as a Long-Term Debt; and provided
further, that since the date of the Financial Statements, the Company has
reduced to zero the value of the Company's investment in 400,000 shares of
common stock of CDS, Inc. reflected on the Company's balance sheet as an
Investment of $75,459.
(g) Taxes. The Company has timely filed all federal,
state and local tax returns for income taxes, franchise taxes, sales taxes,
withholding and payroll taxes, property taxes, and all other taxes of every
kind whatsoever required by law to have been filed, and all such tax returns
are complete and accurate. The Company has paid or caused to be paid all taxes
which have become due and there is no further liability for any such taxes, and
no interest or penalties accrued or accruing with respect thereto. The Company
is not the subject of any audit by any federal, state, or local taxing
authority, nor do any facts exist, to the best knowledge of the Stockholders,
that would establish the basis for an audit. The Company is not the
beneficiary of any extension of time for the filing of any tax return or with
respect to any statute of limitations.
(h) Real Property. The Company does not own any real
property. The Company leases its offices at 000 X. Xxxxxxxx Xxxx., Xxxxxxxx,
XX 00000. There does not exist any default or event of default that with
notice or lapse of time, or both, would constitute a default under the
Company's lease of its offices.
(i) Accounts Receivable. Schedule "4 (i)" to this
Agreement is a full and complete list of the accounts receivable of the
Company, showing the ageing of all such accounts receivable. Said accounts
receivable are valid and genuine and arose from bona fide sales and deliveries
of goods, performance of services or other transactions in the ordinary course
of the Company's business, and are fully collectable, without any rights or
claims to offset, except for doubtful accounts as set forth on Schedule "4(i)"
to this Agreement, and other rights or claims of offset which are not,
individually or in the aggregate, material.
(j) Accounts Payable. Schedule "4 (j)" to this Agreement
is a full and
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complete list of the accounts payable of the Company as of the date set forth
thereon. There are no other accounts payable not reflected on Schedule "4 (j)"
hereof which, either individually or in the aggregate, would be material,
excluding accounts payable incurred in the ordinary course of business or
consistent with past practices.
(k) Trade Names, Trademarks, Copyrights and Patents.
Schedule "4 (k)" to this Agreement is a full and complete list of the Company's
trade names, trademarks, service marks, logos, copyrights and patents. The
Company is a sole owner of each such trade name, trademark, service xxxx, logo,
copyright and patent, and has not licensed or otherwise granted any other party
the right to use or exploit any such trade name, trademark, service xxxx, logo,
copyright or patent, including, but not limited to, computer software used by
the Company. The Company has not received any notice from any party that the
Company is infringing upon any trade names, trademarks, service marks, logos,
copyrights and patents. No third party has, to the best knowledge of the
Stockholders, interfered with, infringed upon or misappropriated any
intellectual property rights of the Company, and, to the best knowledge of the
Stockholders, neither the Company nor the Stockholders have taken any action
which infringes upon or misappropriates any intellectual property rights of
third parties. The Stockholders have no interest in, or claim to any trade
name, trademark, service xxxx, logo, copyright or patent used in the business
or operations of the Company.
(l) Labor Matters. The Company has not entered into any
agreement with any labor union. To the best knowledge of the Stockholders, the
Company has not committed or been charged with any unresolved unfair labor
practices, has no currently pending labor negotiation or demands for
representation, has no unresolved grievances presently pending pursuant to any
collective bargaining agreement, and the Stockholders are not aware of any
organizing activities among the employees of the Company or any other facts
which may lead to a work stoppage, slow down or strike by the employees of the
Company.
(m) Compliance with Laws. The Company is in compliance
with all material applicable laws, rules, regulations and ordinances which are
or have been applicable to the business of the Company and which any such
noncompliance would have a material adverse effect on the Company. The Company
has all material licenses, certificates, and permits that are necessary for the
conduct of the Company's business as currently conducted and such licenses,
certificates and permits are in full force and effect.
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(n) Employees. Schedule "4 (n)" to this Agreement
contains a full and complete list of the names of all employees of the Company,
stating the rates of compensation payable to each. No other person, except
accountants, auditors, computer programmers, and attorneys, regularly performs
compensable services for the Company.
(o) Litigation. There is no litigation, proceeding,
judgment, order, writ or decree pending or, to the best knowledge of the
Stockholders, threatened against the Company, and there are no facts or
circumstances known to the Stockholders which would give any of them reason to
suspect any of the foregoing. The Company is not in default with respect to
any order, writ, injunction or decree of any federal, state, local or foreign
court, department, agency or instrumentality.
(p) Insurance Policies. Schedule "4 (p)" to this
Agreement is a summary of each insurance policy held by the Company, including
without limitation, fire and casualty insurance, property damage and public
liability insurance, product liability insurance, workers compensation
insurance, life insurance and hospitalization insurance. The Company has
maintained and now maintains, with no gap in coverage, (i) insurance on all of
its assets of a type customarily insured, covering property damage and loss of
income by fire or other casualty, and (ii) adequate insurance protection
against all liabilities, claims and risks against which it is customary to
insure. To the best knowledge of the Stockholders, each policy is legal,
valid, binding and enforceable following consummation of the transactions
contemplated by this Agreement. The Company is not in default, and no event
has occurred which with notice or the lapse of time, would constitute a breach
or default under any such policy.
(q) Other Contracts. Schedule "4 (q)" to this Agreement
is a full and complete list of all material contracts and agreements binding
upon and enforceable by the Company, except as such enforceability may be
limited by existing and future bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights generally
and except as such enforceability may be limited by equitable principles of
enforcement. There is no default or event that with notice or lapse of time,
or both, would constitute default by any party to any of the agreements set
forth on Schedule "4 (q)" to this Agreement. The Company has not received
notice that any party to any of the agreements set forth in Schedule "4 (q)" to
this Agreement intends to cancel or terminate any agreement or to exercise or
not exercise any option
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under any of these agreements. Each such contract shall continue to be binding
upon and enforceable by the Company, except as set forth herein, following
consummation of the transaction contemplated by this Agreement.
(r) Agreement Will Not Cause Breach or Violation.
Neither the entry into this Agreement nor the consummation of the transactions
contemplated hereby will result in or constitute any of the following: (i) a
material default or any event that, with notice or lapse of time, or both,
would be a default, breach or violation of the Articles of Incorporation or
Bylaws of the Company or any lease, license, promissory note, conditional sales
contract, commitment, indenture, mortgage, deed of trust or other agreement,
instrument or arrangement to which the Company is a party or by which the
Company is bound; (ii) an event that would permit any party to terminate any
agreement or to accelerate the maturity of any indebtedness or other material
obligation of the Company; (iii) the creation or imposition of any material
lien, charge or encumbrance on any of the assets of the Company; or (iv) the
violation of any law, regulation, ordinance, judgment, order, or decree
applicable to or affecting the Company, which violation would have a material
effect on the Company.
(s) Material Disclosures. There is no fact known to the
Stockholders which adversely affects, or in the future may adversely affect the
condition, assets, liabilities, business, operations or process of the Company
that has not been previously communicated to Buyer.
(t) Investment Intent. Each Stockholder understands that
Buyer, in issuing the Buyer Stock to Stockholders pursuant to this Agreement,
is relying upon the exemption contained in Section 4 (2) of the Securities Act
of 1933, as amended (the "Act"). Each Stockholder acknowledges and represents
that the Buyer Stock has not been registered under the Act and will be acquired
by each Stockholder with the intent and purpose of retaining the same for
personal investment and not for the purpose of or with the view to distributing
said shares or any of them by sale or otherwise. Each Stockholder further
acknowledges that he understands that future sale or transfer of the Buyer
Stock will be restricted as a result of their unregistered status, and that the
Buyer Stock must be held indefinitely unless subsequently registered under the
Act or an exemption from registration under the Act is available. Each
Stockholder further acknowledges that Buyer is under no obligation to register
the Buyer Stock under the Act, except as set forth in Section 10 of this
Agreement.
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(u) Environmental Matters. The Company has not received
any written or oral notice, report or other information regarding any
liabilities or potential liabilities (whether accrued, absolute, contingent,
unliquidated, or otherwise), including any investigatory, remedial or
corrective obligations, relating to the Company or the facilities of the
Company arising under Environmental and Safety Requirements, and the Company
has not treated, stored, disposed of, arranged for or permitted the disposal
of, transported, handled or Released any substance, including without
limitation, any Hazardous Material, or owned or operated any facility or
property, so as to give rise to material liabilities (whether accrued,
absolute, contingent, unliquidated, or otherwise) of the Company for response
costs, natural resource damages or attorney fees pursuant to Environmental and
Safety Requirements. "Hazardous Material" shall mean anything that is a
"hazardous substance" pursuant to CERCLA, any substance that is a "solid waste"
or "hazardous waste" pursuant to RCRA, any pesticide, pollutant, containment,
toxic chemical, petroleum product or byproduct, asbestos, polychlorinated
biphenyl, noise or radiation. "Release" shall have the meaning set forth in
CERCLA. "Environmental and Safety Requirements" shall mean all federal, state,
local and foreign statues, regulations, ordinances, and other provisions having
the force of law, all judicial and administrative orders and denominations, all
contractual obligations and all common law concerning worker health and safety
or the pollution or protection of the environment, including without
limitation, CERCLA, the Resource Conservation and Recovery Act, the Clean Water
Act, the Clean Air Act, and the Occupational Safety and Health Act, each as may
be amended from time to time. "CERCLA" means the Comprehensive Environmental
Response, Compensation, and Liability Act, as may be amended from time to time.
5. Representations and Warranties of Buyer. Buyer represents and
warrants, as of the date hereof and as of the Closing Date, as follows:
(a) Organization, Good Standing and Qualification. Buyer
is a corporation duly organized, validly existing and in good standing under
the laws of Delaware, has all necessary corporate powers to own its properties
and to carry on its business as now owned and operated by it, and is duly
qualified to transact intrastate business and is in good standing in all
jurisdictions in which the nature of its business or its properties makes such
qualification necessary. Fidelity National Title Insurance Company, an Arizona
corporation, is a wholly owned subsidiary of Buyer; and Fidelity National Tax
Service, a California corporation ("FNTS") is a wholly owned subsidiary of
Fidelity National Title Insurance Company.
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(b) Authority and Consent. Upon execution by Buyer, this
Agreement shall be valid and binding upon Buyer in accordance with its terms.
Buyer has the corporate power to execute, deliver and carry out the terms of
this Agreement and has taken all necessary corporate and legal action with
respect thereto, including obtaining any consent of the Board of Directors and
its shareholders required by law or its Certificate of Incorporation or Bylaws.
(c) Material Disclosures. There is no fact known to
Buyer which adversely affects, or in the future may adversely affect the
condition, assets, liabilities, business, operations or process of the Company
or any subsidiary or affiliate of the Company that has not been previously
communicated to the Stockholders.
(d) SEC Filings: Financial Status. Buyer, to the best of
its knowledge, has filed all forms, reports and documents required to be filed
with the SEC (the "Buyer's SEC Reports"), which are publicly available in the
form filed with the SEC. The Buyer's SEC Reports (i) were prepared in all
material respects in accordance with the requirements of the Securities Act or
the Securities Exchange Act, as the case may be, and (ii) did not at the time
they were filed (or if amended or superseded by a filing prior to the date of
this Agreement, then on the date of such filing) contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statement therein, in the light of
the circumstances under which they were made, not misleading. Each of the
consolidated financial statements (including, in each case, any related notes
thereto) contained in the Buyer's SEC Reports were prepared in accordance with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as may be indicated in the notes
thereto) and each fairly presents in all material respects the consolidated
financial position of Buyer and its subsidiaries as at the respective dates
thereof and the consolidated results of its operations and cash flows for the
periods indicated, except that any unaudited interim financial statements were
or are subject to normal and recurring year-end adjustments.
(e) Buyer Stock. Upon issuance of the Buyer Stock to the
Stockholders, the Buyer Stock shall be validly issued, fully paid and
non-assessable.
(f) Other Contracts. Schedule "5 (f)" to this Agreement
is a full and complete list of all material contracts and agreements binding
upon and enforceable by FNTS
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except as such enforceability may be limited by existing and future bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and except as such enforceability may be limited by
equitable principles of enforcement, a copy of all of which have been
previously delivered to the Company and the Stockholders. There is no default
or event that with notice or lapse of time, or both, would constitute default
by any party to any of the agreements set forth on Schedule "5 (f)" to this
Agreement. FNTS has not received notice that any party to any of the
agreements set forth in Schedule "5 (f)" to this Agreement intends to cancel or
terminate any agreement or to exercise or not exercise any option under any of
these agreements. Each such contract shall continue to be binding upon and
enforceable by FNTS (or its assigns), except as set forth herein, following
consummation of the transaction contemplated by this Agreement.
(g) Employees. Schedule "5 (g)" to this Agreement
contains a full and complete list of the names of all employees of FNTS stating
the rates of compensation payable to each. No other person, except
accountants, auditors, computer programmers, and attorneys, regularly performs
compensable services for FNTS.
(h) Compliance with Laws. FNTS is in compliance with all
material applicable laws, rules, regulations and ordinances which are or have
been applicable to the business of FNTS. FNTS has all material licenses,
certificates, and permits that are necessary for the conduct of FNTS's business
as currently conducted and such licenses, certificates and permits are in full
force and effect.
(i) Agreement Will Not Cause Breach or Violation.
Neither the entry into this Agreement nor the consummation of the transactions
contemplated hereby will result in or constitute any of the following: (i) a
material default or any event that, with notice or lapse of time, or both,
would be a default, breach or violation of the Articles of Incorporation or
Bylaws of Buyer or FNTS, or any lease, license, promissory note, conditional
sales contract, commitment, indenture, mortgage, deed of trust or other
agreement, instrument or arrangement to which Buyer or FNTS is a party or by
which Buyer or FNTS is bound; (ii) an event that would permit any party to
terminate any agreement or to accelerate the maturity of any indebtedness or
other material obligation of Buyer or FNTS; (iii) the creation or imposition of
any material lien, charge or encumbrance on any of the assets of Buyer or FNTS;
or (iv) the violation of any law, regulation, ordinance, judgment, order, or
decree applicable to or affecting FNTS or Buyer, which violation
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would have a material effect on FNTS or Buyer.
(j) Litigation. There is no litigation, proceeding,
judgment, order, writ or decree pending or, to the best knowledge of Buyer,
threatened against FNTS, and there are no facts or circumstances known to Buyer
which would give it reason to suspect any of the foregoing. FNTS is not in
default with respect to any order, writ, injunction or decree of any federal,
state, local or foreign court, department, agency or instrumentality.
6. Conduct of Seller's Business Prior to Closing. From the date
of this Agreement to the Closing Date, except as otherwise agreed in writing by
Buyer, the Stockholders each covenant and agree that the Company shall:
(a) Not take any action as would create a lien, charge or
encumbrance against any of its assets;
(b) Not enter into any agreement buying, selling or
affecting any of its assets;
(c) Not enter into or assume any contract, agreement,
obligation, lease, license or commitment except in the ordinary course of
business, consistent with past practice, and shall not enter into any license,
including, without limitation, with respect to any computer software used by
the Company;
(d) Not extend, modify or terminate any contract,
agreement, obligation, lease, license or commitment;
(e) Not modify, cancel or cause to be canceled any
insurance policy presently maintained by the Company;
(f) Not use any new methods of management, operation or
accounting in respect of, or otherwise change the character of, the business,
operations, affairs or activities in any way associated with the business of
the Company;
(g) Operate and conduct the business operations of the
Company in the
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normal and customary manner consistent with reasonable and sound business
practice;
(h) Maintain the Company's assets in good condition and
repair, reasonable wear and tear beyond the control of the Company excepted;
(i) Provide Buyer and Buyer's agents, attorneys and
accountants, at any time and from time to time, with reasonable access to the
Company's books, records and tax returns and the business of the Company for
the purpose of reviewing the same;
(j) Make reasonably available for inspection and
review by Buyer and its agents, attorneys and accountants, all other books,
records and files and other materials relating to the business of the Company;
(k) Not do or agree to do any of the following acts: (i)
grant any increase in salaries payable or to become payable to any officer,
employee, agent or representative employed or retained by the Company; (ii)
increase benefits payable to any officer, employee, agent or representative
employed or retained by the Company; (iii) waive or compromise any right or
claim relating to the business of the Company except in the ordinary course of
business and consistent with prior practices; or (iv) cancel, without full
payment, any note, loan or other obligation owing to the Company;
(l) Promptly advise Buyer in writing of any adverse
change or the occurrence of any event which involves any possibility of an
adverse change in the condition, (financial or otherwise), results of
operations, assets, liabilities, business or prospects of the business of the
Company;
(m) Promptly advise Buyer in writing of each of the
following: (i) any notice of default or written threat of default (whether or
not disputed or denied) which is received or given by or to the Company; (ii)
any litigation, action or investigation instituted by or against, or threatened
against the Company; or (iii) any matter which would make the representations
and warranties of Stockholders set forth in this Agreement not true and correct
in all respects;
(n) Use its best efforts to preserve and enhance the
business reputation and relationships of the Company with its customers,
suppliers, and service agencies;
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(o) Not amend or authorize any amendment to the Company's
Articles of Incorporation or Bylaws, except as necessary to carry out the terms
of this Agreement or as otherwise requested by Buyer;
(p) Not issue or grant, or authorize the issuance or
grant, of any capital stock of the Company, or options, warrants or other right
to purchase capital stock of the Company, except as otherwise necessary to
carry out the terms of this Agreement.
7. Conditions to Buyer's Obligations. Unless waived by Buyer in
writing, the obligations of Buyer under this Agreement are subject to the
fulfillment on or prior to the Closing Date of the following conditions:
(a) The representations and warranties of the
Stockholders set forth in this Agreement shall be true and correct at and as of
the Closing Date;
(b) Each of the covenants and obligations of the
Stockholders hereunder shall have been fully performed to the satisfaction of
Buyer and its counsel;
(c) No material adverse change shall have occurred in the
financial or other condition of the business of the Company from that existing
on the date of this Agreement;
(d) All necessary agreements. Licenses, permits,
approval, and consents of any parties to the consummation of the transaction
contemplated by this Agreement shall have been obtained by the Stockholders and
delivered to Buyer; and
(e) Buyer and the Company shall have entered into a
Software License Agreement; substantially in the form attached hereto as
Exhibit "A".
(f) Buyer and the Stockholders shall have entered into a
Stock Put and Call Agreement, substantially in the form attached hereto as
Exhibit "B".
(g) The Stockholders shall have caused the formation of
CRM Management Co., a California corporation, including, but not limited to,
the incorporation of CRM Management
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Co. and the issuance to CRM Management Co. of any and all licenses,
certificates, permits or approvals required for its operation as contemplated
by the Management Agreement and shall have caused CRM Management Co. to
execute and deliver the Management Agreement, which shall also have been
entered into by Buyer and the Company, substantially in the form attached
hereto as Exhibit "C".
(h) Buyer and the Company shall have entered into a Real
Property Tax Reporting and Payment Service Agreement, substantially in the form
attached hereto as Exhibit "D".
8. Conditions to the Stockholder's Obligations. Unless waived by
Stockholders in writing, the obligations of the Stockholders under this
Agreement are subject to the fulfillment on or prior to the Closing Date of the
following conditions:
(a) The representations and warranties of Buyer set forth
in this Agreement shall be true and correct at and as of the Closing Date;
(b) Each of the covenants and obligations of Buyer
hereunder shall have been fully performed to the satisfaction of Seller and its
counsel;
(c) Buyer shall deliver to Seller certified resolutions
of the Board of Directors of Buyer authorizing the execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby;
(d) No material change shall have occurred in the
financial or other condition of Buyer from that existing at the date of this
Agreement;
(e) Buyer and the Stockholders shall have entered into a
Stock Put and Call Agreement, substantially in the form attached hereto as
Exhibit "B".
(f) Buyer, the Company and CRM Management, Co. shall have
entered into a Management Agreement, substantially in the form attached hereto
as Exhibit "C".
(g) Buyer and the Company shall have entered into a Real
Estate Tax
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Reporting and Payment Service Agreement, substantially in the form attached
hereto as Exhibit "D".
9. Non-Competition.
(a) Each of the Stockholders agrees that for a period
commencing on the Closing Date and terminating on earlier of (i) five (5) years
from the Closing Date, or (ii) the date on which the Management Agreement is
terminated by CRM Management Co. as a result of a breach of the provisions
thereof by the Company, such Stockholder (whether directly or indirectly
through any affiliate of such Stockholder) shall refrain from carrying on
directly or indirectly (either as a proprietor, partner, stockholder, director,
officer, employee, consultant or otherwise), in any county in which the Company
is then actively conducting business, any business which is the same as or
similar to the business that is being conducted by the Company, except as
officers, employees, or representatives of Buyer, an affiliate of Buyer, the
Company, or CRM Management Co. (during the period of time the Management
Agreement is in effect), and that such Stockholder will not, for a period
commencing on the Closing Date and terminating on the earlier of (i) six (6)
years from the Closing Date, or (ii) the date on which the Management Agreement
is terminated by CRM Management Co. as a result of a breach of the provisions
thereof by the Company, directly or indirectly, for himself or on behalf of or
in conjunction with any third party, hire any employee of the Company, induce
or entice any employee of the Company to leave his employment with the Company
or solicit, or attempt to solicit, to any competing business of the Company,
any person or entity which has an active account with the Company under the
Management Agreement at the time such Stockholder ceases to be a service
provider to CRM Management Co. or which had an account with the Company during
the twelve (12) months prior thereto.
(b) Buyer agrees that during the period that CRM
Management Co. is providing services to the Company under the Management
Agreement between said parties, Buyer (whether directly, or indirectly through
any subsidiary or affiliate of Buyer) shall refrain from carrying on directly
or indirectly (either as a proprietor, partner, stockholder, director, officer,
employee, consultant or otherwise) in any county in which the Company is then
conducting business, any business which is the same as or similar to the
business that is being conducted by the Company; provided, however, that if
Buyer is acquired by another entity by way of a merger, sale of all or
substantially all of the assets of Buyer, or the sale of more than fifty
percent (50%) of the stock of Buyer, and such entity is engaged directly or
indirectly in a business substantially
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similar to the business of the Company, such other entity shall be excluded
from this Section 9 (b). Buyer specifically agrees that it shall not acquire
any other entity (by merger, acquisition of stock or assets, or otherwise) and
use such other entity to compete with the Company; rather any such acquisition
shall be merged into, and treated for all purposes as part of, the Company with
respect to the acquired entity's tax servicing business; and Buyer covenants
and agrees that in the event of any such acquisition, Buyer shall transfer such
tax service business to the Company upon the terms and at a price equal to the
price paid for such tax service business by Buyer.
(c) FNTS agrees during the period that CRM Management
Co. is providing services to the Company under the Management Agreement, FNTS
(whether directly, or indirectly through any subsidiary or affiliate of FNTS)
shall refrain from carrying on directly or indirectly (either as a proprietor,
partner, stockholder, director, officer, employee, consultant or otherwise) any
business which is the same as or similar to the business that is being
conducted by the Company. FNTS specifically agrees that it shall not acquire
any other entity (by merger, acquisition of stock or assets, or otherwise) and
use such other entity to compete with the Company; rather any such acquisition
shall be merged into, and treated for all purposes as part of, the Company.
10. Stockholders' Registration Rights of Buyer Stock
(a) If Buyer at any time proposes to register any of its
securities under the Securities Act, it will each such time give written notice
to all of the Stockholders of its intention so to do. If such registration is
proposed to be on a form which permits inclusion of the Buyer Stock, upon the
written request of any holder thereof, given within fifteen (15) days after
receipt of notice by the holders thereof, Buyer shall include in such
registration (and in any related qualification under Blue Sky laws) and in any
underwriting therein, the Buyer Stock specified in said written request;
provided, however, that if the underwriter determines that marketing factors
require a limitation of the number of shares to be underwritten, the
underwriter may limit (or reduce to zero) the number of shares of the Buyer
Stock that the holder thereof may include in the offering based on the total
number of the securities held by the holders of Buyer Stock and based on the
total number of securities (other than registrable securities) entitled to
registration held by the holders of Buyer Stock and by other persons selling
securities pursuant to registration rights granted them by Buyer; provided,
however, that none of the terms of this Agreement shall be construed to limit
or restrict Buyer's ability to grant registration rights to any holders of
Buyer's stock at any time
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provided that any such registration rights shall not be senior to the rights
granted to the Stockholders in this Agreement. The Stockholders expressly
agree that the rights granted hereunder shall be subject to any registration
rights granted by Buyer prior to the date hereof. All Stockholders proposing
to distribute their securities through such underwriting shall (together with
Buyer and other holders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by Buyer.
(b) The holders of Buyer Stock included in any
registration shall furnish to Buyer such information regarding such holder and
the distribution proposed by such holder as Buyer may reasonably request in
writing and as shall be required in connection with any registration, or
qualification.
(c) Buyer shall not be obligated to effect any
registration pursuant to this Section 10 if the Buyer Stock intended to be
included in such registration on behalf of the holder thereof could be sold by
such holder to the public in an offering without registration.
(d) All costs and expenses, (except for commissions
resulting from the registration of the shares of the Stockholders, which shall
be borne by the appropriate Stockholder) incurred in effecting the registration
provided for in this Section 10, including without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for
Buyer, one (1) counsel for the Stockholders (which may be the same counsel
representing other stockholders participating in such registration and provided
fees for such counsel shall not exceed $5,000), underwriting expenses, expenses
of any audits incident to or required by any such registration, and expenses of
complying with the securities or Blue Sky laws of any jurisdictions, shall be
paid by Buyer; provided that such expenses will be borne pro rata by the
selling holders if so required by any state securities law regulatory agency
applicable to Buyer as a condition to qualifying said sale.
(e) In the event of any registration of any of its
securities under the Securities Act pursuant to this Section 10, Buyer shall
indemnify and hold harmless the seller of such securities, the seller's
accountants and attorneys, each underwriter (as defined in the Securities Act),
and each other person who participates in the offering of such securities and
each other person, if any, who controls (within the meaning of the Securities
Act) such seller,
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underwriter or participating person against any losses, claims, damages or
liabilities, joint or several, to which such seller, underwriter, participating
person or controlling person may become subject under the Securities Act or any
other statute or at common law, in so far as such losses, claims, damages or
liabilities (or action in respect thereof) arise out of or are based upon (a)
any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any Registration Statement under
which such securities were registered under the Securities Act, any preliminary
Prospectus or final Prospectus contained therein, or any summary Prospectus
issued in connection with any securities being registered, or any amendment or
supplement thereto, or (b) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and, except as otherwise provided in this Section 10
(e) hereof, shall reimburse each such seller, underwriter, participating person
or such controlling person in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that Buyer
shall not be liable to any seller, underwriter, participating person, or
controlling person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any untrue statements or
alleged untrue statement or omissions or alleged omission made in such
Registration Statement, preliminary Prospectus, summary Prospectus, Prospectus
or amendment or supplement thereto, in reliance upon and in conformity with
written information furnished to the Company by such seller specifically for
use therein, or upon such statement or omission therein based on the authority
of an expert within the meaning of that term as defined in the Securities Act;
and provided further that Buyer shall not be required to indemnify any person
against any liability arising from any untrue or misleading statement or
omission or any alleged untrue statement or omission contained in any
preliminary Prospectus if such deficiency is corrected in the final Prospectus.
(f) Each Stockholder selling shares in any underwritten
public offering shall indemnify and hold harmless each other holder of any
stock of Buyer, Buyer, its directors and officers, each other person, if any,
who controls Buyer, and Buyer's accountants and attorneys, against any losses,
claims, damages, or liabilities, joint or several, to which any such holder,
the Buyer or any such director or officer or any such person may become subject
under the Securities Act or any other statute or at common law, in so far as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained, on the effective date thereof, in any
Registration Statement under which Securities were registered under the
Securities Act at the request of such holder, any preliminary Prospectus or
final Prospectus contained therein, or any
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summary Prospectus issued in connection with any securities being registered,
or any amendment or supplement thereto, or (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in such Registration Statement, preliminary
Prospectus, summary Prospectus, Prospectus, amendment or supplement thereto in
reliance upon and in conformity with written information furnished to Buyer by
the Stockholder specifically for use therein, and then only to the extent that
such untrue statement or alleged untrue statement or omission or alleged
omission by the Stockholder was not based on the authority of an expert as to
which the Stockholder had no reasonable ground to believe, and did not believe,
that the statement made on the authority of such expert was untrue or that
there was an omission to state a material fact; provided, however, that no
Stockholder shall be required to indemnify any person against any liability
arising from any untrue or misleading statement or omission or alleged untrue
or misleading statement or omission contained in any preliminary Prospectus if
such deficiency is corrected in the final Prospectus.
(g) Indemnification similar to, but only to the extent
of, that specified in paragraphs (e) and (f) of this Section 12 shall be given
by Buyer and each Stockholder (with such modifications as shall be appropriate)
with respect to any required registration or other qualification of the Buyer
Stock under any Federal or state law or regulation or governmental authority
other than the Securities Act.
(h) In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in this
Section 10 is due in accordance with its terms but is held by a court of
competent jurisdiction to be unenforceable or otherwise unavailable, the Buyer
or the relevant Stockholder shall contribute to the aggregate expenses, claims,
losses, damages and liabilities of the other party and for which such
indemnification was sought and owed by the terms hereof. In determining the
amount of contribution to which the respective parties are entitled, there
shall be considered the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission and the relative
fault of the parties. No person guilty of fraudulent misrepresentation within
the meaning of Section 11(f) of the Securities Act shall be entitled to
contribution from any person who was not guilty of such misrepresentation. For
purposes of this Section 10(i), the directors, officers, employees, agents,
controlling persons and underwriters of the Stockholders and the Company shall
be entitled to contribution on the basis described above.
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11. Buyer's Covenant Re Operation of the Company's Business.
(a) Separate Corporate Existence; Liabilities. Buyer
covenants and agrees that subsequent to the Closing, Buyer shall maintain the
separate corporate existence of the Company, FNTS, and Buyer for the period
commencing on the Closing Date and terminating on the date of expiration of
Stockholders' and Buyer's respective rights under the Put and Call Agreement
between Buyer and the Stockholders, and Buyer shall not, and shall cause FNTS
to not, in any manner whatsoever, assign, convey, or transfer to the Company
any obligations or liabilities, or potential obligations or liabilities, of any
type of Buyer or FNTS (whether accrued, absolute, contingent, unliquidated or
otherwise), without the prior written consent of CRM Management Co., which may
be withheld in the sole and absolute discretion of CRM Management Co. Buyer
understands and agrees that all obligations and liabilities of every type
whatsoever of Buyer and FNTS, including, without limitation, any and all
obligations to employees arising prior to the Closing Date (including liability
for termination pay, back pay, vacation pay, vacation benefits, sick leave,
health benefits, pension plans, profit sharing plans, stock purchase plans,
reimbursement for business expenses, claims of any employee relating to
employment or the termination thereof by Buyer, or otherwise, through and
including November 1, 1996), customers, real property lessors, equipment
lessors, vendors, creditors, and all other persons or entities are and shall
remain the sole and exclusive liability and obligation of Buyer or FNTS, except
for the obligations of FNTS set forth on Schedule "11 (a)" to this Agreement,
which such other obligations shall be the responsibility of the Company.
(b) Assistance to the Company. Buyer covenants and
agrees that it shall extend all reasonable and customary assistance to the
Company in all areas where reasonable to assist the Company in obtaining new
business and in maintaining the Company's existing and new business.
(c) Appointment of Directors. Buyer covenants and agrees
that it shall vote its shares of capital stock of the Company, when taken
together with the shares voted by the Stockholders, in such a manner as to
cause the election of one (1) of the Stockholders to be a director of the
Company throughout the term of the Management Agreement between the Company and
CRM Management Co., and shall not increase the number of directors of the
Company to more than five (5) directors during the term of such Management
Agreement. It is the intention of
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the parties hereto that the Stockholders be entitled to elect only one (1) of
the five (5) directors of the Company.
(d) Principal Place of Business. Buyer covenants and
agrees that as soon as reasonably practicable after the Closing Date, as
determined by CRM Management Co. in its sole discretion, the Company shall
conduct the consolidated operations of the Company and FNTS at the Company's
offices at 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxx.
12. Indemnification.
(a) Indemnification by the Buyer. Buyer shall indemnify
and hold harmless the Stockholders against any and all losses, liabilities,
claims and expenses, including reasonable attorneys' fees ("Losses"), sustained
by the Stockholders resulting from, arising out of, or connected with any
inaccuracy in, breach of, or nonfulfillment of any representation, warranty,
covenant or other obligation of Buyer contained in this Agreement.
(b) Indemnification by Stockholders. Each Stockholder
shall (severally but not jointly) indemnify and hold harmless Buyer against any
and all Losses sustained by Buyer resulting from, arising out of, or connected
with any inaccuracy in, breach of, or nonfulfillment of any representation,
warranty, covenant or agreement made by or other obligation of such Stockholder
contained in this Agreement.
(c) Procedure. In the event any third party asserts any
claim with respect to any matter as to which the indemnities in this Agreement
relate, including indemnification pursuant to Section 10 hereof, the party
against whom the claim is asserted (the "Indemnified Party") shall give prompt
notice to the other party (the "Indemnifying Party"), and the Indemnifying Party
shall have the right at its election to take over the defense or settlement of
the third party claim at its own expense by giving prompt notice to the
Indemnified Party. Failure by the Indemnified Party to provide the Indemnifying
Party with notice of any such claim shall not relieve the Indemnifying Party
from any liability which the Indemnifying Party may have on account of this
indemnity or otherwise, except to the extent the Indemnifying Party shall have
been materially prejudiced by such failure. If the Indemnifying does not give
such notice and does not proceed diligently so to defend the third party claim
within 30 days after receipt of the notice of the third party claim, the
Indemnifying Party shall be bound by any defense or settlement that the
Indemnified Party may
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make as to those claims and shall reimburse the Indemnified Party for its Losses
and expenses related to the defense or settlement of the third party claim. The
parties shall cooperate in defending against any asserted third party claims.
For purposes of this Section 12, the indemnification of the Indemnified Party
shall also include the indemnification of the Indemnified Party's employees,
agents, affiliates, and third parties performing services for the Indemnified
Party, and the reference to this Agreement includes certificate, schedule, list,
summary or other information provided or delivered to a party by the
Indemnifying Party or its agents and affiliates in connection with this
Agreement.
13. Brokers and Finders Fee. The Stockholders and Buyer each
represent that there is no obligation to pay any commission, finders fee or
similar charge in connection with the transaction provided for in this
Agreement.
14. Survival of Representations and Warranties. The
representations and warranties of the Stockholders set forth in Section 4(b),
4(c), 4(d), 4(e), and 4(g) of this Agreement shall survive the Closing until
the expiration of the applicable statue of limitations; the representations and
warranties of Buyer set forth in Section 5(b), 5(e), and 5(f) of this Agreement
shall survive the Closing until the expiration of the applicable statue of
limitations; all other representations and warranties of the parties contained
in this Agreement shall survive the Closing for a period of one (1) year.
15. No Other Negotiations Pending Closing. After execution of
this Agreement and prior to the Closing Date, the Stockholders shall not
negotiate with any other person, firm or entity regarding the subject of this
Agreement.
16. General Provisions.
(a) Assignment. Neither this Agreement nor any of the
rights, interests or obligations under this Agreement shall be assigned, in
whole or in part, by operation of law or otherwise by any of the parties
without the prior written consent of the other parties. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit
of and be enforceable by, the parties and their respective successors and
assigns.
(b) Amendment. This Agreement may not be amended,
altered or repealed,
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in whole or in part, except by an instrument in writing signed on behalf of
each of the parties hereto.
(c) Arbitration. Any controversy or claim arising out of
or relating to this Agreement, or the making, performance, or interpretation
thereof, shall be settled by arbitration in Los Angeles or Orange County,
California, in accordance with the Rules of the American Arbitration
Association then existing, and the judgment in arbitration may be entered in
any court having jurisdiction thereto.
(d) Attorneys' Fees. If any action at law or equity,
including an action for declaratory relief, or any proceeding in arbitration,
is brought to enforce or interpret the provisions of this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorneys' fees, and other costs incurred in that action or proceeding which
may be set by the court or the arbitration panel in the same action or any
separate action brought for that purpose, in addition to any other relief to
which such party may be entitled.
(e) Notices. Any notices or other communications
required or permitted hereunder shall be in writing and shall be deemed duly
given upon (a) transmitter's confirmation of a receipt of a facsimile
transmission, (b) confirmed delivery by a standard overnight carrier or when
delivered by hand, or (c) the expiration of five business days after the day
when mailed by certified or registered mail, postage prepaid, addressed to the
parties at the following addresses:
If to Buyer, to: Fidelity National Financial, Inc.
00000 Xxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
with a copy to: Stradling, Yocca, Xxxxxxx & Xxxxx
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Facsimile No. (000) 000-0000
Attention: C. Xxxxx Xxxxxxx
If to Stockholders, to: the address set forth under their name
on the signature page hereof
with a copy to: Citron & Deutsch
00000 Xxxxxxxx Xxxx. #000
00
00
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile No. (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx
The addressees or addresses set forth above may be changed from time to time by
a notice sent to the other parties.
(f) Agreement to Perform All Necessary Acts. Each party
to this Agreement shall make, execute, acknowledge and deliver such other
instruments and documents and take all such other action, as may be reasonably
required to effectuate the purposes of this Agreement and to consummate the
transactions contemplated hereby.
(g) Waiver of Breach. No waiver of any term, provision,
condition or breach of this Agreement, 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 term, provision, condition or breach of this
Agreement. No failure or delay by a party to exercise any right it may have by
reason of the breach or default of any other party shall operate as a waiver of
default or modification of this Agreement or prevent the exercise of any right
while the party continues to be in default.
(h) Entire Agreement. This Agreement (and the Exhibits
hereto) constitutes the entire agreement between the parties hereto pertaining
to the subject matter contained herein and supersedes any and all other
agreements, arrangements, and understandings, either oral or in writing,
between the parties hereto with respect to the subject matter hereof. Each
party to this Agreement acknowledges and represents that no representations,
warranties, covenants, conditions, inducements, promises or agreements, oral or
otherwise, other than as set forth herein, have been made by any party hereto,
or anyone acting on behalf of any party.
(i) Severability. It is intended that each section of
this Agreement should be viewed as separate and divisible, and in the event
that any section, provision, covenant, or condition of this Agreement shall be
held to be invalid, void, or unenforceable, the remainder of the provisions
shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated.
(j) Choice of Law; Consent to Jurisdiction. This Agreement
shall be
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construed, interpreted and the rights of the parties determined in accordance
with the laws of the State of California, without regard to its choice of law
or conflict of law provisions. Each of the parties hereto irrevocably submit
to the exclusive jurisdiction of (i) the Superior Court of the State of
California for the County of Los Angeles or the County of Orange, and (ii) the
United States District Court for the Central District of California, for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby.
(k) Interpretation. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include,"
"includes" or "including" are used in this Agreement, they shall be deemed to
be followed by the words "without limitation."
(l) Captions. The paragraph titles or captions used in
this Agreement are intended solely for the convenience of reference and shall
in no manner modify, expand, limit, explain, construe, describe the scope of or
intent, or in any way affect the terms and conditions of this Agreement.
(m) Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(n) Exhibits and Schedules. The following Exhibits and
Schedules are attached to this Agreement and are incorporated in this Agreement
as though set forth in full therein.
Schedule 4 (d): CRM Liens on Assets
Schedule 4 (e): CRM Financial Statements
Schedule 4 (i): CRM Accounts Receivable
Schedule 4 (j): CRM Accounts Payable
Schedule 4 (k): CRM Trade Names, Trademarks, Copyrights and Patents
Schedule 4 (n): CRM Employees
Schedule 4 (p): CRM Insurance Policies
Schedule 4 (q): CRM Contracts
Schedule 5 (f) FNTS Contracts
Schedule 5 (g) FNTS Employees
Schedule 11 (a) FNTS Liabilities Assumed By CRM
Exhibit A: Software License Agreement
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Exhibit B: Stock Put Agreement
Exhibit C: Management Agreement
Exhibit D: Real Property Tax Reporting and Payment Service Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
STOCKHOLDERS BUYER
------------ -----
/s/ Xxxxxxx X. XxXxxxxx, Xx. FIDELITY NATIONAL FINANCIAL, INC.
----------------------------- a Delaware corporation
XXXXXXX X. XXXXXXXX, XX.
Trustee of The XxXxxxxx Family Trust
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000 By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx
Executive Vice President
/s/ Xxxxxxxxxxx X. XxXxxxxx and General Counsel
---------------------------
XXXXXXXXXXX X. XXXXXXXX
000 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
/s/ Xxxxxxx X. XxXxxxxx, Xx. AS TO SECTION 9(c) ONLY
----------------------------
XXXXXXX X. XXXXXXXX, XX.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, XX 00000 FIDELITY NATIONAL TAX SERVICE
A California corporation
/s/ Xxxx X. XxXxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------
XXXX X. XXXXXXXX Xxxxxx X. Xxxxxx
000 Xxxxxxxxx Xxxxxx Executive Vice Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000 and General Counsel
/s/ Xxxx X. Xxxxxxx
-------------------
XXXX X. XXXXXXX
00000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
/s/ Xxxx X. Xxxxxx
------------------
XXXX X. XXXXXX
000 Xxxxx Xxxxx
Xx Xxxxx Xxxxxxx, XX 00000
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AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(d)
CRM Liens on Assets
CRM, Inc. has the following liens on its assets
Advanta Leasing Corp. -
Inter-tel Leasing, Inc. - Telephone system
Digital Financial Services -
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AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(e)
CRM, Inc. Financial Statements
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XXXXX X. XXXXXXX
CERTIFIED PUBLIC ACCOUNTANT
000 XXXXX XXXXXXXX XXXXXXXXX, XXXXXXXX, XXXXXXXXXX 00000
(000)000-0000 FAX (000)000-0000
MEMBER
AMERICAN INSTITUTE OF
CERTIFIED PUBLIC ACCOUNTANTS
CALIFORNIA SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
CRM Incorporated
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
I have compiled the balance sheet of Crm Incorporated as of September 30, 1996
and the related statement of income and retained earnings for the year then
ended, in accordance with the standards established by the American Institute
of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and, accordingly do not express
an opinion or any form of assurance on them. However, I did become aware of
departures from generally accepted accounting principles that are described in
the following paragraph.
Management has elected to omit substantially all of the disclosures and
statement of cash flows required by Generally Accepted Accounting Principles.
If the omitted disclosures and statement of cash flows were included, they
might influence the user's conclusions about the company's financial position,
results of operations and cash flows. Accordingly, these financial statements
are not designed for those who are not informed about such matters. Further,
management has elected not to recognize the liability for deferred income taxes
required by Generally Accepted Accounting Principles. The effect of this
departure on the financial position, results of operations, and cash flows have
not been determined.
I am not independent with respect to CRM Incorporated.
/s/ XXXXX X. XXXXXXX
October 10, 1996
31
CRM INCORPORATED
BALANCE SHEET
SEPTEMBER 30, 1996
ASSETS
CURRENT ASSETS
CASH AND CERTIFICATES OF DEPOSIT $1,076,946
ACCOUNTS RECEIVABLE 372,755
LOANS TO RELATED PARTIES 37,963
PREPAID EXPENSES 76,574
----------
TOTAL CURRENT ASSETS 1,564,238
PROPERTY, PLANT, AND EQUIPMENT
LEASEHOLD IMPROVEMENTS $ 338,781
FURNITURE AND EQUIPMENT 1,059,958
----------
1,398,739
LESS: ACCUMULATED DEPRECIATION (826,079)
----------
TOTAL PROPERTY, PLANT, AND EQUIPMENT 572,660
OTHER ASSETS
LEASE DEPOSITS 67,206
INVESTMENTS 75,459
---------
TOTAL OTHER ASSETS 142,665
----------
$2,279,563
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 97,891
ACCRUED PAYROLL AND RELATED LIABILITIES 29,132
INCOME TAXES PAYABLE 139,650
CURRENT PORTION OF LONG TERM DEBT 31,417
----------
TOTAL CURRENT LIABILITIES 298,090
LONG TERM DEBT 72,920
LEASE DEPOSITS 2,055
STOCKHOLDERS' EQUITY
COMMON STOCK $ 29,000
ADDITIONAL PAID IN CAPITAL 25,000
RETAINED EARNINGS 1,852,498
----------
TOTAL STOCKHOLDERS' EQUITY 1,906,498
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,279,563
==========
XXXXX X. XXXXXXX
CERTIFIED PUBLIC ACCOUNTANT
32
CRM INCORPORATED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED SEPTEMBER 30, 1996
REVENUE
INCOME FROM OPERATIONS $2,925,937
INTEREST INCOME 25,819
OTHER INCOME 17,252
----------
2,969,008
EXPENSES
SALARIES AND WAGES $989,889
TAXES ON PAYROLL 74,937
EMPLOYEE BENEFITS 69,326
AUTOMOBILE 40,691
COMMISSIONS 212,519
CONVENTIONS 7,658
DATA ACQUISITION AND CERTIFIED DOCUMENTS 329,940
CUSTOMER REIMBURSEMENTS 18,588
DEPRECIATION 168,994
DUES AND SUBSCRIPTIONS 14,159
ENTERTAINMENT AND PROMOTION 31,944
INSURANCE 31,869
INTEREST AND BANK CHARGES 2,822
LEGAL AND ACCOUNTING 53,295
OFFICE EXPENSE 1,704
OUTSIDE SERVICES 15,529
POSTAGE AND DELIVERY 34,455
PRINTING AND STATIONERY 27,371
PROGRAMMING AND SOFTWARE 37,843
RENT 161,715
REPAIRS AND MAINTENANCE 50,859
SUPPLIES 23,587
TAXES AND LICENSES 25,689
TELEPHONE 62,252
TRAVEL 29,346
UTILITIES 32,841
--------
TOTAL EXPENSE 2,549,822
----------
OPERATING INCOME (LOSS) $ 419,186
LOSS ON INVESTMENTS (ENVIRONMENTAL RESEARCH, INC.) 99,650
----------
NET INCOME BEFORE TAXES 319,536
INCOME TAXES 167,323
----------
NET INCOME 152,213
RETAINED EARNINGS, OCTOBER 1, 1995 1,700,285
----------
RETAINED EARNINGS, SEPTEMBER 30, 1996 $1,852,498
==========
XXXXX X. XXXXXXX
CERTIFIED PUBLIC ACCOUNTANT
33
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(i)
CRM Accounts Receivable
-----------------------
30
34
CRM, INC.
ACCOUNTS RECEIVABLE
9/30/96
BALANCE PER AGING $301,077.3?
9/30/96 BILLING (SEE BILLING DEBIT TOTAL 45,530.00
9/30/96 WESTERN FINANCIAL BILLING 26,148.00
-----------
BALANCE 9/30/96 $372,755.3?
===========
35
10/09/96 at 01:25 PM CRM, Inc. Page 8
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
UNITED TITLE 8150 48.00 48.00
CONTINENTAL LAND 8180 52.00 52.00
ORANGE COAST TITLE 8230 96.00 96.00
XXX XXXXXXXX XXXX XX 0000 56.00 56.00
FIRST SOUTH WESTERN TITLE 8670 148.00 52.00 96.00
WESTERN CITIES TITLE 8700 112.00 112.00
MISCELLANEOUS 99000 3,414.18 1,126.00 48.00 2,240.18
BENEFIT LAND TITLE COMPANY 99126 96.00 207.000 96.00
SIGNAL MORTGAGE MIS001 207.00
--------------- AGING SUMMARY --------------
TOTAL OPEN ITEMS 301,077.37 100.0%
CURRENT 130,840.64 43.5%
31 - 60 DAYS 1,944.55 0.6%
61 - 90 DAYS 19,191.25 6.4%
90 + DAYS 149,100.93 49.5%
36
10/09/96 at 01:23 PM CRM, Inc. Page 1
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
SAN FRANCISCO FIREMEN C U 1300 50.00 10.00 40.00
POSTAL CREDIT UNION OF L.A. 1445 144.00- 144.00-
XXXXXXX FEDERAL CREDIT UNION 1480 48.00 48.00
POSTAL & FEDERAL EMPLOYEES C.U. 1525 654.00 288.00 144.00- 510.00
SESLCO FEDERAL CREDIT UNION 1825 336.00 192.00 144.00
STANISLAUS COUNTY FEDERAL 1876 144.00 48.00 96.00
WATER & POWER CREDIT UNION 1896 364.00 104.00 260.00
XEROX FED CREDIT UNION 1975 6,676.00 5,268.00 1,408.00
SECURITY UNION TITLE INSURANCE ?SEC 4,199.30 1,379.65 2,517.15 302.50
TEST MORTGAGE 22222 96.00 96.00
XXXXXX LAND, CALIF RESOURCES ?550 2,668.00 986.00 116.00 1,566.00
HIGHLAND FEDERAL ?440 1,032.00 384.00 648.00
MALAGA BANK ?505 1,838.00 322.00 676.00 840.00
37
10/09/96 at 01:24 PM CRM, Inc. Page 2
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
IMPERIAL THRIFT AND LOAN 3524 19,752.00 2,922.00 10,174.00 6,656.00
EASTERN INTERNATIONAL BANK 3628 520.00 376.00 144.00
HAWTHORNE SAVINGS AND LOAN 3636 8,724.30 3,241.00 5,483.30
TORRANCE BANK 3830 54.00 54.00
TRUST SAVINGS 3843 212.00 96.00 116.00
UNIVERSAL SAVINGS 3901 2,430.00 1,348.00 1,082.00
WESTERN FEDERAL 3972 237.00 237.00
WESTERN FINANCIAL 3999 30,004.80 29,808.00 196.80
REHAB FINANCIAL CORP. 41000 8,944.00 8,944.00
POWAY REDEVELOPMENT AGENCY 41110 378.00 378.00
CITY OF SOUTHGATE/REDEV AGENCY 1150 972.00 972.00
CITY OF EL CAJON 3001 30.00 24.00-
BANKERS MUTUAL ?050 112.00 112.00
38
10/09/96 at 01:25 PM CRM, Inc. Page 3
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
BANKERS MUTUAL MORTGAGE, INC. 5060
BENEFICIAL MORTGAGE CORP. 5200 4,276.00 4,276.00
COUNTRYWIDE HOME MORTGAGE 5333 8,642.80 8,642.80
FIRST ALLIANCE MORTGAGE CO 5344 2,376.00 1,728.00 648.00
SOUTHWEST HARVARD GROUP 5375 100.00 100.00
IMPERIAL CREDIT INDUSTRIES 5432 240.00 240.00
PACIFIC CREST INVESTMENT & LOAN 5434 164.00 39.00 125.00
CALIFORNIA THRIFT AND LOAN 5440 50.00 50.00
DIRECTORS MORTGAGE 5511 676.00- 676.00-
BENEFIT LAND XXXXX XX 00000 96.00 96.00
G.E. CAPITAL COMMERCIAL CORP. 5575 1,779.90 249.10 260.40 48.00 1,222.40
XXXXX XXXX
COASTAL SECURITY MORTGAGE 5581 100.00 100.00
COASTAL SECURITY MORTGAGE 5582 96.00 96.00
XXXXXXX
39
10/09/96 at 01:24 PM CRM, Inc. Page 4
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
GREAT WESTERN FINANCIAL SERVI. 5585 240.00 192.00 48.00
XXXXX XXXX XX XXXXXXXXXX 00000 864.00 72.00 376.00 416.00
HARBOR BANK 5630 240.00 240.00
TITLE WEST MORTGAGE 5650 48.00 48.00
LTC ESCROW DIVISION 5650A 48.00 48.00
CACHE MORTGAGE 5686 1,773.00 1,773.00
SECURED BANKERS MORTGAGE CO. 5700 14,964.00 14,964.00
PACIFIC THRIFT AND LOAN 5740 704.00 704.00
CALIFORNIA STATEWIDE CDC 5785 24.00- 48.00 72.00-
SOUTHERN PACIFIC THRIFT & LOAN 5800 36,582.00 3,295.00 3,775.00- 3,693.00 33,369.00
XXXXXXX XXXX COMPANY 5815 12,916.00 320.00 472.00 960.00 11,164.00
LTC PROPERTIES, INC. 5890 282.00 282.00
BUDGET FINANCE COMPANY 5970 48.00 48.00
40
10/09/96 at 01:24 PM CRM, Inc. Page 5
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
NORTH AMERICAN REAL ESTATE SER 5996 48.00 48.00
CALIFORNIA UNITED BANK 6000 472.00 312.00 160.00
CITIZENS BANK 6006 112.00 112.00
AMERICAN PACIFIC STATE BANK 6020 656.00 272.00 384.00
EXCHANGE BANK 6025 1,208.00 1,208.00
CUB FUNDING CORP. 6060 53,830.98 572.00 1,452.75 51,806.23
SUN TRUST BANK 61001 48.00 48.00
CHINO VALLEY BANK 6110 652.00 64.00 100.00 488.00
UNITED NATIONAL BANK 6118 272.00 64.00 208.00
COMMUNITY BANK 6120 298.00 64.00 234.00
CEDARS BANK 6133 436.00 96.00 112.00 228.00
MARATHON NATIONAL BANK 6155 216.00 216.00
OMNI BANK 6190 152.00 152.00
41
10/09/96 at 01:24 PM CRM, Inc. Page 6
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
BANK OF SOUTHERN CALIFORNIA 6215 33.00 33.00
NATIONAL BANK OF THE REDWOODS 6243 672.00 672.00
KAWEAH NATIONAL BANK 6245 576.00 576.00
VENTURA COUNTY NATIONAL BANK 6260 160.00 160.00
THE BANK OF HOLLYWOOD 6270 264.00 264.00
BANK OF CANTON 6328 99.00 96.00 3.00
BAY CITIES NATIONAL BANK 6350 144.00 144.00
PREFERRED BANK 6377 48.00 48.00
FOOTHILL INDEPENDENT BANK 6460 144.00 48.00 96.00
UTAH FEDERAL SAVINGS BANK 6465 1,134.00 378.00 756.00
DEPARTMENT OF VETERANS AFFAIRS 65025 43,760.00 43,760.00
MILLENIUM BANK 6510 336.00 116.00 220.00
LOS ANGELES NATIONAL BANK 6523 568.00 328.00 240.00
42
10/09/96 at 01:24 PM CRM, Inc. Page 7
CUSTOMER AGED RECEIVABLES
AGING DATE: 09/30/96
TOTAL ------------------- AGED BALANCE ----------------------
CUSTOMER NO. DUE CURRENT 31-60 61-90 90 +
-------------------------------- ---- --------- --------- --------- --------- ---------
SAN XXXXXXX VALLEY BANK 6530 48.00 48.00
SANTA XXXXXX BANK 6600 144.00 48.00 96.00
CHINA TRUST BANK OF CALIFORNIA 6630 144.00 144.00
SIMI VALLEY BANK 6765 96.00 96.00
METROBANK 6790 48.00 48.00
QUEEN CITY BANK 6805 48.00 48.00
THE SIAM COMMERCIAL BANK 6810 18.00 18.00
SANWA BANK - RESIDENTIAL 6820 84.00 84.00
PAN AMERICAN BANK 6830 144.00 144.00
FIRST CENTRAL MORTG. DIVISION 6882 58.00 58.00
FAR EAST NATIONAL 6888 320.00 320.00
GOVERNMENT FINANCE GROUP 77700 4,972.11 2,513.09 2,459.02
J XXXXXXXXX
CHICAGO TITLE COMPANY 8101 8,124.00 104.00 244.00 7,776.00
43
CRM, INC.
Schedule of Doubtful Accounts
September 30, 1996
CUSTOMER # CUSTOMER NAME AMOUNT
----------- --------------------------------- ---------
1525 POSTAL & FEDERAL EMPLOYEES C/U 510.00
1975 XEROX 1,408.00
2550 XXXXXX LAND 1,566.00
3440 HIGHLAND FEDERAL 648.00
0000 XXXXXX BANK 840.00
3524 IMPERIAL THRIFT 9,005.00
0000 XXXXXXXXX SAVINGS 5,483.30
41000 REHAB FINANCIAL 8,744.00
41150 CITY OF SOUTHGATE 972.00
5200 BENEFICIAL 4,276.00
5575 G.E. CAPITAL 1,222.40
5740 PACIFIC THRIFT AND LOAN 704.00
5800 SOUTHERN PACIFIC THRIFT AND LOAN 36,582.00
0000 XXXXXXX XXXX 11,164.00
6060 CUB FUNDING 53,830.98
6465 UTAH FEDERAL 756.00
77700 GOVERNMENT FINANCE GROUP 2,459.02
8101 CHICAGO TITLE 7,776.00
99000 MISCELLANEOUS 2,240.18
----------
150,186.88
==========
44
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(j)
CRM Accounts Payable
--------------------
31
45
10/10/96 at 10:20AM CRM, Inc. Page 4
VENDOR AGED PAYABLES
AGING DATE: 09/30/96
VENDOR --------------- AGED BALANCE ------------------
INV DATE REF NO. T DUE CURRENT 31 - 60 61 - 90 90+
-------- ------- - ----- --------- --------- --------- --------
-------------------- AGING SUMMARY ---------------------
TOTAL OPEN ITEMS 84,891.14 100.0%
CURRENT 84,891.14 100.0%
31 - 60 DAYS 0.00
61 - 90 DAYS 0.00
90 + DAYS 0.00
ESTIMATED SEPT UTILITIES 3,000.00
ESTIMATED UNRECORDED 10,000.00
DATA ACQUISITION
---------
97,891.14
=========
46
10/10/96 at 10:18AM CRM, Inc. Page 1
VENDOR AGED PAYABLES
AGING DATE: 09/30/96
VENDOR ------------------- AGED BALANCE ----------------------
INV DATE REF NO. T DUE CURRENT 31 - 60 61 - 90 90+
-------- ------- - ----- --------- --------- --------- --------
1ABE AIRBORNE EXPRESS
09/20/96 T7284196 I 10/20 123.25
TOTAL DUE: 123.25 123.25
1AJT AJT MICROFILMING
09/30/96 10-520 I 10/30 50.88
TOTAL DUE: 50.88 50.88
1ATT AT&T
09/09/96 3637167 I 10/09 9.63
TOTAL DUE: 9.63 9.63
1AVS 00000 XXXXXXXXX XXXXXX
09/23/00 0000-000 I 10/23 225.00
TOTAL DUE: 225.00 225.00
1CAB CABLE & WIRELESS COMM, INC.
09/16/96 8237479 I 10/16 5.91
TOTAL DUE: 5.91 5.91
1CAL CALIFORNIA TRUST DEED BROKERS
09/30/96 1056 I 10/30 120.00
TOTAL DUE: 120.00 120.00
0XXX XXX PROSERVICES, INC.
09/30/96 190948 I 10/30 256.25
TOTAL DUE: 256.25 256.25
1CLAN XXXXX COUNTY TREASURER
09/19/96 FEB DATA I 10/19 111.01
TOTAL DUE: 111.01 111.01
1CRM CRM PROFIT SHARING PLAN & TR
09/30/96 PEN LOAN I 10/30 4,766.08
TOTAL DUE: 4,766.08 4,766.08
1DAT DATAQUICK
09/30/96 NO2883 I 10/30 459.25
TOTAL DUE: 459.25 459.25
1DFS DIGITAL FINANCIAL SERVICES
09/22/96 18023897 I 10/22 2,652.60
TOTAL DUE: 2,652.60 2,652.60
1FED FEDERAL EXPRESS CORP
09/30/96 67979491 I 10/30 12.40
TOTAL DUE: 12.40 12.40
1GTE GTE CALIFORNIA
09/16/00 000-0000 I 10/16 150.38
09/30/00 000-0000 I 10/30 2,283.06
TOTAL DUE: 2,494.42 2,494.42
47
10/10/96 at 10:18 AM CRM, Inc. Page 2
VENDOR AGED PAYABLES
AGING DATE: 09/30/96
VENDOR ---------------------- AGED BALANCE ---------------------
INV DATE REF NO. T DUE CURRENT 31-60 61 - 90 90 +
-------- ------- - --- ---------- ----------- ------------- ------------
1HAW XXX XXXXXXX
09/30/96 9/96 I 09/30 1,752.00
TOTAL DUE: 1,752.00 1,752.00
1HOR XXXXX XXXX
09/30/96 SEP 96 I 10/30 279.20
TOTAL DUE: 279.20 279.20
1INF INFORMATION SERVICES & SUPPORT
09/30/96 808 I 10/30 100.00
TOTAL DUE: 100.00 100.00
1INK INK SPOT LITHOGRAPHY
09/30/96 3728 I 10/30 297.88
TOTAL DUE: 297.88 297.88
1LAC LA CELLULAR TELEPHONE CO
09/30/00 00000000 I 10/30 54.32
TOTAL DUE: 54.32 54.32
1LACT LOS ANGELES COUNTY TAX
09/30/96 MO64 I 10/30 358.00
TOTAL DUE: 358.00 358.00
1LIT XXXXXXX XXXXXX
09/30/96 9/96 I 10/30 116.20
TOTAL DUE: 116.20 116.20
1NFS NATIONAL FLOOD SERVICE
09/30/96 VA PROJ I 10/30 32,580.00
TOTAL DUE: 32,580.00 32,580.00
1RES RESSAC
09/30/96 27041 I 10/30 100.00
09/30/96 26288 I 10/30 100.00
TOTAL DUE: 200.00 200.00
1ROS XXXX DIVERSIFIED
09/30/96 9/96 I 10/30 11,000.00
TOTAL DUE: 11,000.00 11,000.00
1SCH XXXXXXX
09/19/96 L424320 I 10/19 30.80
TOTAL DUE: 30.80 30.80
1SEC SECURITY UNION TITLE INSURANCE
09/30/96 DP0012 I 10/30 785.79
09/30/96 196058 I 10/30 632.12
TOTAL DUE: 1,417.91 1,417.91
1SEPH SEPHTON ELECTRICAL SERVICES
09/27/96 1523 I 10/27 221.25
TOTAL DUE: 221.25 221.25
48
10/10/96 at 10:19 AM CRM, Inc. Page 3
VENDOR AGED PAYABLES
AGING DATE: 09/30/96
VENDOR ---------------------- AGED BALANCE ---------------------
INV DATE REF NO. T DUE CURRENT 31-60 61 - 90 90 +
-------- ------- - --- ---------- ----------- ------------- ------------
1STATE STATE COMPENSATION INS
09/26/96 1320155 I 10/26 1,161.25
TOTAL DUE: 1,161.25 1,161.25
0XXX XXXXXX VALENCIA INC.
09/25/96 4015 I 10/25 404.14
TOTAL DUE: 404.14 404.14
1VEN VENTURA COUNTY
09/18/96 01247 I 10/18 355.00
09/25/96 01250 I 10/25 355.00
TOTAL DUE: 710.00 710.00
1WEL XXXXX FARGO BANK
09/30/96 MCARD I 10/30 1,937.98
TOTAL DUE: 1,937.98 1,937.98
1WRD WESTERN REGIONAL DATA
09/30/96 11781 I 10/30 100.00
09/30/96 12093 I 10/30 15.00
TOTAL DUE: 415.00 415.00
1WYL WYLE EMG-LOS ANGELES
09/20/96 055921 I 10/20 3,527.41
09/30/96 055616 I 10/30 4,328.25
TOTAL DUE: 7,855.66 7,855.66
2DIR DIRECTORS MORTGAGE LOAN
09/30/96 A317722 I 10/30 62.82
09/30/96 A318088 I 10/30 307.78
09/30/96 5511 I 10/30 1,578.04
09/30/96 2735 I 10/30 2,434.10
TOTAL DUE: 4,382.74 4,382.74
2NOR NORTH AMERICAN MORTGAGE
09/30/96 I 10/30 120.00
TOTAL DUE: 120.00 120.00
2SEC SECURED BANKERS MORTGAGE
09/30/96 5700 I 10/30 1,058.24
09/30/96 9401362 I 10/30 322.57
TOTAL DUE: 1,380.81 1,380.81
2WEST WESTERN FINANCIAL SAVINGS
09/30/96 399 I 10/30 3,758.51
09/30/96 539080 I 10/30 563.84
09/30/96 2735 I 10/30 2,432.17
TOTAL DUE: 6,754.52 6,754.52
3MED XXXXX XXXXXX
09/30/96 EXP RPRT I 10/30 74.80
TOTAL DUE: 74.80 74.80
49
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(k)
CRM Trade Names, Trademarks, Logos, Patents
CRM, Inc. is doing business under the name CRM Real Estate Tax Services
CRM, Inc. is doing business under the name CRM Credit Services
32
50
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(n)
CRM Employees
Employee Hourly Rate Monthly Salary
-------- ----------- --------------
Xxxxx Xxxxxx Salary $4,200.00
Xxxxxxxxx Xxx $11.03 $1,911.86
Xxxxx Xxxxxx Salary $2,154.24
Xxxxxxx Xxxxx Salary $2,527.92
Xxx Xxxxx $14.71 $2,549.73
Xxxxxxx Xxxxxxxxxxx $10.45 $ 905.67 Part Time
Xxxxxx Xxxxxx $ 8.10 $1,404.00
Xxxxxxxx Xxxxx $ 6.65 $1,037.40 Part Time
Xxxxxxxx Xxxxxx $11.50 $1,993.33
Xxxxx Xx $20.83 $3,610.53
Xxxx Xx Salary $2,500.00
Xxxxx Xxxxxxxx Salary $2,500.00
Xxxxx Xxxxxx $ 5.50 $ 953.33 Part Time
Xxxxxxx XxXxxxxx, Xx. Salary $7,150.00
Xxxx XxXxxxxx Salary $7,150.00
Xxxxx XxXxxxxx Salary $7,150.00
Xxxx Xxxxxx Salary $7,150.00
Xxxx Xxxxxxx Salary $7,150.00
33
51
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(p)
CRM Insurance Policies
Errors and Omissions Insurance
National Union Fire Insurance Company of Pittsburgh, PA Policy No. 000-00-00
Property Insurance
Northbrook Property & Casualty Company Policy No. 95-450456
Automobile Insurance
Northbrook Property & Casualty Company Policy No. CA0450458
Health Insurance
Blue Cross of California
34
52
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 4(q)
CRM Contracts
1. Agreement for Marketing and Servicing Real Estate Tax Service Business with
Chicago Title Company.
2. Independent Contractors Agreement with Xxx Xxxxxxx.
3. Agreement with National Flood Information Services, Inc.
4. Title Plant Agreement with Safeco Title Insurance Company.
5. Agreement with TRW REDI Texas Tax System Access.
6. Data Base Agreement with Security Union Title Insurance Company.
7. Master Lease Agreement with Digital Financial Services.
8. Support Quotation from Forest Computer.
9. Master Maintenance Agreement with Dover Elevators.
10. Equipment Lease with Inter-tel.
11. Agreement with Computer Development Services, Inc.
12. CRM's Profit Sharing and Trust Schedule of Contributions and Forfeitures.
13. Service Agreement with Digital Financial Services.
14. Real Estate Tax Reporting and Payment of Service Agreement with Cache
Mortgage.
15. Real Estate Tax Reporting and Payment of Service Agreement with LTC
Properties, Inc.
16. Real Estate Tax Reporting and Payment of Service Agreement with Bankers
Mutual.
17. Real Estate Tax Reporting and Payment of Service Agreement with Metrobank.
18. Real Estate Tax Reporting and Payment of Service Agreement with California
United Bank.
19. Real Estate Tax Reporting and Payment of Service Agreement with Hawthorne
Savings and Loan Association.
20. Real Estate Tax Reporting and Payment of Service Agreement with Kaweah
National Bank.
35
53
21. Real Estate Tax Reporting and Payment of Service Agreement SESLOC Federal
Credit Union.
22. Real Estate Tax Reporting and Payment of Service Agreement with Pacific
Crest Investment and Loan.
23. Form Real Estate Tax Reporting and Payment of Service Agreement with
Western Financial Savings Bank.
24. Real Estate Tax Reporting and Payment of Service Agreement with Xxxxxxx
Xxxx Company.
25. Tax Services for Multifamily and Commercial Loans with GMAC Commercial
Mortgage Corporation.
26. Private Label Agreement with Lawyers Title Insurance Company.
27. Letter from the Department of Veterans Affairs dated May 14, 1996.
28. Electronic Product Annual Lease Agreement with TRW-REDI.
29. Standard Office Lease - Net between Xxxx Xxxx Partners, as Lessor, and
CRM, Inc., as Lessee, for the property located at 000 Xxxxxxxx Xxxx.,
Xxxxxxxx, XX.
30. Standard Office Lease - Gross, between CRM, Inc. and Xxxxxxx, Xxxxxx and
Xxxxxxx.
31. Indemnification Agreement, between CRM, Inc. And Xxxxxxx X. Xxxxxx.
32. Indemnification Agreement between DRM, Inc. And Xxxxxx X. Xxxxxxx.
33. Commission Agreement with Xxxx Diversified.
34. Commission Agreement with Xxxxxxx X. Xxxxxx.
35. Automobile Payment Agreement for Xxxx XxXxxxxx Vehicle Lease Agreement.
36. Automobile Payment Agreement for Xxxxxxxxxxx XxXxxxxx Vehicle Lease
Agreement.
37. Automobile Payment Agreement for Xxxx XxXxxxxx Vehicle Lease Agreement.
38. Automobile Payment Agreement for Xxxx Xxxxxx Vehicle Lease Agreement.
Defaults
CRM, Inc. has not provided financial statements to Lawyers Title Insurance
Company as provided in Section 9 of the Private Label Agreement. CRM, Inc. has
not received any notice of default from Lawyers Title Insurance Company.
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54
AGREEMENT FOR PURCHASE AND SALE OF STOCK
SCHEDULE 5(f)
FNTS Contracts
Office Lease for 0000 Xxxxxxxxxx Xxxx, Xxxx Xxxxxxxxxx
Tax Service Agreement between World Tax Services, Inc. and Coast Federal Bank
FSB
Tax Service Agreement between World Tax Services, Inc. and Eldorado Bank
Tax Service Agreement between World Tax Services, Inc. and First Republic
Thrift & Loan
Tax Service Agreement between World Tax Services, Inc. and Long Beach Bank
Tax Service Agreement between World Tax Services, Inc. and National Pacific
Mortgage
Tax Service Agreement between World Tax Services, Inc. and Stockton Savings
Bank
Tax Service Agreement between Fidelity National Tax Service and California
State Bank
Tax Service Agreement between Fidelity National Tax Service and Glendale
Federal Bank
Tax Service Agreement between Fidelity National Tax Service and Mountain States
Mortgage Center
Property Tax Service Agreement between Fidelity National Tax Service and Xxxxx
Fargo Bank, National Association
Oral Tax Service Agreement between Fidelity National Tax Service and First
Mortgage Corporation
Other oral agreements to render tax services which have less than one hundred
(100) orders per month
37
