EXHIBIT 7.1
STOCK PURCHASE AGREEMENT
------------------------
THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into this 1st
day of November, 2004, by and among PREMIER CONCEPTS, INC., a Colorado
corporation (hereinafter referred to as "Buyer"); and XXXXX XXXXX and XXXXXXX
XXXXXXXXX (hereinafter collectively referred to as "Seller"), being all of the
shareholders of USN TELEVISION GROUP, INC., a Delaware corporation (hereafter
referred to as "Company").
WHEREAS, Premier is currently in bankruptcy proceedings under Chapter
11 of the Bankruptcy Code, and has submitted to the bankruptcy court a
Bankruptcy Plan of Reorganization (the "Plan of Reorganization"), a copy of
which is attached hereto as Exhibit "A";
WHEREAS, Seller is the owner of record and beneficially owns One
Million (1,000,000) shares of the issued and outstanding shares of Common Stock
of the Company (the "Shares"); and
WHEREAS, Seller, pursuant to the Plan of Reorganization, desires to
sell all of the Shares to Buyer, and Buyer desires to purchase the Shares, upon
the terms and conditions set forth herein;
WHEREAS, in consideration for such share exchange, it is contemplated
that Buyer, USN and the XXX Xxxxxxx will enter into ancillary Agreements
including a proposed Consulting Agreement and proposed Software Application
Service Agreement as referenced in the budget, submitted with the "First Amended
Disclosure Statement Describing Chapter 11 Plan" (the "Disclosure Statement");
as well as a registration rights agreement under which USN will agree to
register for resale under the Securities Act of 1933 the shares of common stock
of Premier to be held by the XXX Xxxxxxx, which agreement shall be substantively
in the form attached hereto as Exhibit "B".
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, and subject to the
accuracy of the representations and warranties of the parties, the parties
hereto agree to the following as a tax free exchange pursuant to the provisions
of Section 368(a)(1)(B) of the Internal Revenue Code of 1986.
I.
SALE AND PURCHASE OF THE SHARES
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1.1 SALE AND PURCHASE. Subject to the terms and conditions hereof, at
the Closing (as defined in paragraph 1.2 below), Seller agrees to sell, assign,
transfer, convey and deliver to Buyer, and Buyer agrees to purchase from Seller,
the Shares listed in Exhibit "C", attached hereto, which together constitute
100% of the issued and outstanding Shares of Common Stock of the Company.
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1.2 CLOSING. The purchase shall be consummated at a closing ("Closing")
to take place upon confirmation of the Plan of Reorganization at the offices of
Buyer's counsel on December 17, 2004 ("Closing Date").
1.3 PURCHASE PRICE. The purchase price ("Purchase Price") for the
Shares shall be the issuance of and delivery at Closing of Four,. Million Eight
Hundred Fifty Thousand (4,850,000) shares of Common Stock of the Buyer ("Buyer's
Shares") to Seller against receipt of certificates representing the Shares, duly
endorsed for transfer to Buyer.
1.4 ALLOCATION OF SHARES. All shares of stock of Buyer to be issued to
Seller pursuant to this Agreement shall be issued to the respective Sellers in
proportion to their respective ownership of stock of the Company as described in
Exhibit "C" hereto.
1.5 OTHER AGREEMENTS. At the Closing, the indicated parties shall
execute and deliver the following additional agreements in substantially the
form attached hereto:
(a) Stock certificates representing all of the Shares, duly
endorsed to Buyer and in blank or assignments separate from the
certificates, transferring the Shares from Seller to Buyer.
(b) Registration Rights Agreement attached hereto as Exhibit
"B".
1.6 BASIC AGREEMENTS AND TRANSACTIONS DEFINED. This Agreement and other
agreements listed in paragraph 1.5, are sometimes referred to as the "Basic
Agreement". The transactions contemplated by the Basic Agreement are sometimes
referred to as the "Transactions".
II.
REPRESENTATIONS AND WARRANTIES
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2.1 REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY. Seller
and the Company represent and warrant to Buyer as follows:
(a) TITLE TO THE SHARES. At Closing, Seller shall own of
record and beneficially the number of the Shares listed in Exhibit "C",
of the Company, free and clear of all liens, encumbrances, pledges,
claims, options, charges and assessments of any nature whatsoever, with
full right and lawful authority to transfer the Shares to Buyer. No
person has any preemptive rights or rights of first refusal with
respect to any of the Shares. There exists no voting agreement, voting
trust, or outstanding proxy with respect to any of the Shares. There
are no outstanding rights, options, warrants, calls, commitments, or
any other agreements of any character, whether oral or written, with
respect to the Shares.
(b) ORGANIZATION. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of
the state of Delaware. The Company has all requisite corporate power
and authority to own, lease and operate its properties and to carry on
its business. The Company is duly qualified and in good standing as a
foreign corporation in each jurisdiction where its ownership of
property or operation of its business requires qualification.
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(c) AUTHORIZED CAPITALIZATION. The authorized capitalization
of the Company consists of One Million (1,000,000) shares of Common
Stock, par value $.01 of which One Million (1,000,000) shares have been
issued and are outstanding. The Shares have been duly authorized,
validly issued, are fully paid and non-assessable with no personal
liability attaching to the ownership thereof and were offered, issued,
sold and delivered by the Company in compliance with all applicable
state and federal laws. The Company does not have any outstanding
rights, options, warrants, calls, commitments, conversion or any other
agreements of any character, whether oral or written, obligating it to
issue any shares of its capital stock, whether authorized or not. The
Company is not a party to and are not bound by any agreement, contract,
arrangement or understanding, whether oral or written, giving any
person or entity any interest in, or any right to share, participate in
or receive any portion of, the Company's income, profits or assets, or
obligating the Company to distribute any portion of its income, profits
or assets.
(d) AUTHORITY. Seller has full power and lawful authority to
execute and deliver the Basic Agreements and to consummate and perform
the Transactions contemplated thereby. The Basic Agreements constitute
(or shall, upon execution, constitute) valid and legally binding
obligations upon Seller, enforceable in accordance with their terms.
Neither the execution and delivery* of the Basic Agreements by Seller,
nor the consummation and performance of the Transactions contemplated
thereby, conflicts with, requires the consent, waiver or approval of,
results in a breach of or default under, or gives to others any
interest or right of termination, cancellation or acceleration in or
with respect to, any agreement by which Seller or the Company is a
party or by which Seller or the Company or any of their respective
properties or assets are bound or affected.
(e) COMPANY FINANCIAL STATEMENTS. The Company Financial
Statements, which include an income statement and balance sheet, are
complete, were prepared in accordance with generally accepted
accounting principles applied on a basis consistent with prior periods
and fairly present the financial position of the Company for the
periods May 1, 2003-December 31, 2003. On or before February 28, 2005,
Company will provide income statement and balance sheet through January
31, 2005, according to generally accepted accounting principles.
(f) NO UNDISCLOSED LIABILITIES. Except as set forth in the
Company Financial Statements previously delivered to Buyer and those
statements referred in 2.1(e) above and required. to be delivered from
Seller to Buyer by March 31, 2005 and as set forth on Exhibit "D",
Seller is not aware of any liabilities for which the Company is liable
or will become liable in the future.
(g) TAXES. The Company has filed all federal, state, local tax
and other returns and reports which were required to be filed with
respect to all taxes, levies, imposts, duties, licenses and
registration fees, charges or withholdings of every nature whatsoever
("Taxes"), and their exists a substantial basis in law and fact for all
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positions taken in such reports, and all taxes pursuant to such returns
and reports have been paid. No waivers of periods of limitation are in
effect with respect to any taxes arising from and attributable to the
ownership of properties or operations of the business of the Company.
(h) PROPERTIES. The Company has good and marketable title to
all its personal property, equipment, processes, patents, copyrights,
trademarks, franchises, licenses and other properties and assets
(except for items leased or licensed to the Company), including all
property reflected in the Company Financial Statements (except for
assets reflected therein which have been sold in the normal course of
its business where the proceeds from such sale or other disposition
have been properly accounted for in the financial statements of the
Company), in each case free and clear of all liens, claims and
encumbrances of every kind and character, except as set forth in
Exhibit "E". The Company has no ownership interest in any real
property. The assets and properties owned, operated or leased by the
Company and used in its business are in good operating condition,
reasonable wear and tear excepted, and suitable for the uses for which
intended.
(i) BOOKS AND RECORDS. The books and records of the Company
are complete and correct in all material respects, have been maintained
in accordance with good business practices and accurately reflect in
all material respects the business, financial condition and results of
operations of the Company as set forth in the Company Financial
Statements.
(j) TRANSACTIONS WITH CERTAIN PERSONS. Except as disclosed in
Exhibit "F", the Company has no outstanding agreement, understanding,
contract, lease, commitment, loan or other arrangement with any
officer, director or shareholder of the Company or any relative of any
such person, or any corporation or other entity in which such person
owns a beneficial interest.
(k) MATERIAL CONTRACTS. The Company has no purchase, sale,
commitment, or other contract, the breach or termination of which would
have a materially adverse effect on the business, financial condition,
results of operations, assets, liabilities, or prospects of the
Company.
(l) EMPLOYMENT MATTERS. Except as set forth in Exhibit "G",
the Company is not a party to any employment agreement, or any pension,
profit sharing, retirement or other deferred compensation plan or
agreement. The Company has not incurred any unfunded deficiency or
liability within the meaning of the Employee Retirement Income Security
Act of 1974 ("ERISA"), has not incurred any liability to the Pension
Benefit Guaranty Corporation established under ERISA in connection with
any employee benefit plan and has no outstanding obligations or
liabilities under any employee benefit plan. The Company has not been a
party to a "prohibited transaction," which would subject the Company to
any tax or penalty. There is no collective bargaining agreement or
negotiations therefor, labor grievance or arbitration proceeding
against the Company pending or threatened, and to the knowledge of the
Seller, there are no union organizing activities currently pending or
threatened against or involving the Company.
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(m) AUTHORIZATIONS. The Company has no licenses, permits,
approvals and other authorizations from any governmental agencies and
any other entities that are necessary for the conduct of its business.
(n) COMPLIANCE WITH LAWS. The Company is not in violation of
any federal, state, local or other law, ordinance, rule or regulation
applicable to its business, and have not received any actual or
threatened complaint, citation or notice of violation or investigation
from any governmental authority.
(o) VALIDITY. All contracts, agreements, leases and licenses
to which the Company is a party or by which it or any of its properties
or assets are bound or affected, are valid and in full force and
effect; and no breach or default exists, or upon the giving of notice
or lapse of time, or both, would exist, on the part of the Company or
by any other party thereto.
(p) NO LITIGATION. To the knowledge of the XXX Xxxxxxx, there
are no actions, suits, claims, complaints or proceedings pending or
threatened against the Company at law or in equity, or before or by any
governmental department, commission, court, board, bureau, agency or
instrumentality. There are no orders, judgments or decrees of any
governmental authority outstanding which specifically apply to the
Company or any of its assets.
(q) FULL DISCLOSURE. All statements of Seller contained in the
Basic Agreements and in any other written documents delivered by or on
behalf of the Company or Seller to Buyer are true and correct in all
material respects and do not omit any material fact necessary. to make
the statements contained therein not misleading in light of the
circumstances under which they were made. There are no facts known to
Seller which could have a materially adversely affect upon the
business, financial condition, results of operations, assets,
liabilities, or prospects of the Company, which have not been disclosed
to Buyer in the Basic Agreements.
2.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and
warrants to Seller as follows:
(a) ORGANIZATION. Buyer is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of
Colorado. Buyer has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business. Buyer is
duly qualified and in good standing as a foreign corporation in each
jurisdiction where its ownership of property or operation of its
business requires qualification.
(b) AUTHORIZED CAPITAL. The authorized capitalization of Buyer
as of post-confirmation will consist of One Hundred Ninety-Five Million
(195,000,000) shares of $.0001 par Common Stock, of which Three Hundred
Fifty Thousand (350,000) shall be issued and outstanding (the "Shares")
and Five Million Fifty Thousand (5,050,000) shares of $.0001 par value
Preferred Stock which have no shares outstanding. The Shares have been
duly authorized, validly issued, are fully paid and non-assessable with
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no personal liability attaching to the ownership thereof and were
offered, issued, sold and delivered by the Company in compliance with
all applicable state and federal laws. In addition, pursuant to the
Plan of Reorganization, Buyer will be required to issue additional
shares of its Common Stock.
(c) AUTHORITY. Buyer has full power and lawful authority to
execute and deliver the Basic Agreements and to consummate and perform
the Transactions contemplated thereby. The Basic Agreements constitute
(or shall, upon execution, constitute) valid and legally binding
obligations upon Buyer, enforceable in accordance with their terms.
Neither the execution and delivery of the Basic Agreements by Buyer,
nor the consummation and performance of the Transactions contemplated
thereby, conflicts with, requires the consent, waiver or approval of,
results in a breach of or default under, or gives to others any
interest or right of termination, cancellation or acceleration in or
with respect to, any agreement by which Buyer is a party or by which
Buyer or any of its properties or assets are bound or affected.
(d) COMPANY FINANCIAL STATEMENTS. Premier has timely filed its
monthly reports with the U.S. Bankruptcy Court and provided such copies
to the XXX Xxxxxxx.
(e) BOOKS AND RECORDS. The books and records of Premier are
complete and correct in all material aspects, have been maintained in
accordance with good business practices and accurately reflect in all
material aspects the business of Premier.
(f) PREMIER SHARES. The Premier Shares, when issued in
accordance with the terms hereof, will be duly authorized, validly
issued, fully paid and non-assessable.
(g) INVESTMENT INTENT. Buyer is acquiring the Shares for its
own account, for investment purposes only, and not with a view to the
sale or distribution of any part thereof, and Buyer has no present
intention of selling, granting participation in, or otherwise
distributing the same. Buyer understands the specific risks related to
an investment in the Shares, especially as it relates to the financial
performance of the Company.
III.
COVENANTS
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3.1 COVENANTS OF SELLER. Seller covenants and agrees that from the date
hereof to the Closing without the prior written consent of Buyer:
(a) ORDINARY COURSE OF BUSINESS. Seller will operate the
business of the Company only in the ordinary course and will use
commercially reasonable efforts to preserve the Company's business,
organization, goodwill and relationships with persons having business
dealings with them.
(b) MAINTAIN PROPERTIES. Seller will maintain all of the
Company's properties in good working order, repair and condition
(reasonable wear and use excepted) and cause the Company to take all
steps reasonably necessary to maintain in full force and effect its
patents, trademarks, servicemarks, trade names, brand names, copyrights
and other intangible assets.
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(c) COMPENSATION. Seller will not permit the Company to (1)
enter into or alter any employment agreements; (2) grant any increase
in compensation other than normal merit increases consistent with the
Company's general prevailing practices to any officer or employee; or
(3) enter into or alter any labor or collective bargaining agreement or
any bonus or other employee fringe benefit.
(d) MAINTAIN BOOKS. Seller will cause the Company to maintain
its books, accounts and records in accordance with generally accepted
accounting principles applied on a basis consistent with past
practices.
(e) NO AMENDMENTS. Seller will not permit the Company to amend
its corporate charter or bylaws (or similar documents) without prior
consent of Buyer and will cause the Company to maintain their corporate
existence, licenses, permits, powers and rights in full force and
effect.
(f) TAXES AND ACCOUNTING MATTERS. Seller will cause the
Company to file when due all federal, state and local tax returns and
reports which shall be accurate and complete, including but not limited
to income, franchise, excise, ad valorem, and other taxes with respect
to its business and properties, and to pay as they become due all taxes
or assessments, except for taxes for which adequate reserves are
established and which are being contested in good faith by appropriate
proceedings. Seller will not permit the Company to change their
accounting methods or practices or any depreciation, amortization or
inventory. valuation policies or practices.
(g) NO DISPOSITION OR ENCUMBRANCE. Except in the ordinary
course of business consistent with past practice, Seller will not
permit the Company to (1) dispose of or encumber any of its properties
and assets, (2) discharge or satisfy any lien or encumbrance or pay any
obligation or liability (fixed or contingent) except for previously
scheduled repayment of debt, (3) cancel or compromise any debt or
claim, (4) transfer or grant any rights under any concessions, leases,
licenses, agreements, patents, inventions, proprietary technology or
process, trademarks, servicemarks or copyrights, or with respect to any
know-how, or (5) enter into or modify in any material respect or
terminate any existing license, lease, or contract.
(h) INSURANCE. Seller will cause the Company to maintain in
effect all its current insurance policies.
(i) NO SECURITIES ISSUANCES. Seller will not permit the
Company to issue any shares of any class of capital stock, or enter
into any contract, option, warrant or right calling for the issuance of
any such shares of capital stock, or create or issue any securities
convertible into any securities of the Company except for the
transactions contemplated herein.
(j) NO DIVIDENDS. Seller will not permit the Company to
declare, set aside or pay any dividends or other distributions of any
nature whatsoever.
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(k) CONTRACTS. Seller will not permit the Company to enter
into or assume any contract, agreement, obligation, lease, license, or
commitment except in the ordinary course of business consistent with
past practice or as contemplated by this Agreement.
(l) DUE COMPLIANCE. Seller will cause the Company to comply
with all laws, regulations, rules and ordinances applicable to it and
to the conduct of its business.
(m) NO WAIVERS OF RIGHTS. Seller will not permit the Company
to amend, terminate or waive any material right whether or not in the
ordinary course of business.
(n) NO RELATED PARTY. Transactions. Seller will not permit the
Company to make any loans to, or enter into any transaction, agreement,
arrangement or understanding or any other nature with, any officer,
director or employee of the Company.
(o) NOTICE OF CHANGE. Seller will promptly advise Buyer in
writing of any material adverse change, or the occurrence of any event
which involves any substantial possibility of a material adverse
change, in the business, financial condition, results of operations,
assets, liabilities or prospects of the Company.
IV.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF BUYER TO CLOSE
-----------------------------
The obligation of Buyer to dose the Transactions contemplated hereby is
subject to the fulfillment by Seller prior to Closing of each of the following
conditions, which may be waived in whole or in part by Buyer:
4.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of Seller contained in this Agreement shall have
been true and correct when made and shall be true and correct as of the Closing
with the same force and effect as if made at the Closing. Seller shall have
performed all agreements, covenants and conditions required to be performed by
Seller prior to the Closing.
4.2 NO ADVERSE CHANGE. There shall have been no event which has had or
may have a material adverse effect upon the business, financial condition,
results of operation, assets, liabilities or prospects of the Company.
4.3 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceeding before any court or other governmental agency shall be
pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
4.4 DOCUMENTS TO BE DELIVERED BY SELLER. Seller shall have delivered
the following documents:
(a) Stock certificates representing all of the Shares, duly
endorsed to Buyer and in blank or accompanied by duly executed stock
powers.
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(b) A copy of (i) the Certificate of Incorporation of the
Company, certified as correct by the Company; and (ii) the Bylaws of
the Company certified as correct by the Company; and (iii) a
certificate of the Delaware Tax Commission, Franchise Tax Division, to
the effect that the Company is in good standing and has paid all
franchise taxes in such state.
(c) All agreements referred to in paragraph 1.5 above,
executed by all parties thereto other than Buyer.
(d) All corporate and other records of or applicable to the
Company included but not limited to, current and up-to-date minute
books, stock transfer books and registers, books of accounts, leases
and material contracts.
(e) Such other documents or certificates as shall be
reasonably required by Buyer or its counsel in order to close and
consummate this Agreement.
V.
CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF SELLER TO CLOSE
------------------------------
The obligation of Seller to close the Transactions is subject to the
fulfillment prior to Closing of each of the following conditions, any of which
may be waived in whole or in part by Seller:
5.1 COMPLIANCE WITH REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties made by Buyer in this Agreement shall have been
true and correct when made and shall be true and correct in all material
respects at the Closing with the same force and effect as if made at the
Closing, and Buyer shall have performed all agreements, covenants and conditions
required to be performed by Buyer prior to the Closing.
5.2 NO LEGAL PROCEEDINGS. No suit, action or other legal or
administrative proceedings before any court or other governmental agency shall
be pending or threatened seeking to enjoin the consummation of the Transactions
contemplated hereby.
5.3 BANKRUPTCY CONFIRMATION. The Plan of Reorganization shall have been
confirmed by the U.S. Bankruptcy Court for the Central District of California.
5.4 OTHER AGREEMENTS. All parties other than Seller and the Company
shall have executed and delivered the Basic Agreements.
5.5 PAYMENTS. Seller shall have received from Buyer all Common Stock to
be issued at the Closing by Buyer pursuant to all the Basic Agreements.
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VI.
MODIFICATION, WAIVERS, TERMINATION AND EXPENSES
-----------------------------------------------
6.1 MODIFICATION. Buyer and Seller may amend, modify or supplement this
Agreement in any manner as they may mutually agree in writing.
6.2 WAIVERS. Buyer and Seller may in writing extend the time for or
waive compliance by the other with any of the covenants or conditions of the
other contained herein.
6.3 TERMINATION AND ABANDONMENT. This Agreement may be terminated and
the purchase of the Shares may be abandoned before the Closing:
(a) By the mutual consent of Seller and Buyer;
(b) By Buyer, if the representations and warranties of Seller
set forth herein shall not be accurate, or the conditions precedent set
forth in Article V shall have not have been satisfied, in all material
respects; or
(c) By Seller, if the representations and warranties of Buyer
set forth herein shall not be accurate, or the conditions precedent set
forth in Article V shall not have been satisfied in all material
respects.
Termination shall be effective on the date of receipt of written notice
specifying the reasons therefor.
VII.
MISCELLANEOUS
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7.1 REPRESENTATIONS AND WARRANTIES TO SURVIVE. Unless otherwise
provided, all of the representations and warranties contained in this Agreement
and in any certificate, exhibit or other document delivered pursuant to this
Agreement shall survive the Closing for a period of one (1) year. No
investigation made by any party hereto or their representatives shall constitute
a waiver of any representation or warranty, and no such representation or
warranty shall be merged into the Closing.
7.2 BINDING EFFECT OF THE BASIC AGREEMENTS. The Basic Agreements and
the certificates and other instruments delivered by or on behalf of the parties
pursuant thereto, constitute the entire agreement between the parties. The terms
and conditions of the Basic Agreements shall inure to the benefit of and be
binding upon the respective heirs, legal representatives, successor and assigns
of the parties hereto. Nothing in the Basic Agreements, expressed or implied,
confers any rights or remedies upon any party other than the parties hereto and
their respective heirs, legal representatives and assigns.
7.3 APPLICABLE LAW. Any controversy, claim or dispute arising out of or
in any way relating to this Agreement or the alleged breach thereof, shall be
determined by final and binding arbitration administered by JAMS in Los Angeles,
California in accordance with the JAMS Arbitration Rules and Procedures (the
"Rules") which are in effect at the time of the arbitration or the demand
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therefor. In the event of such an arbitration proceeding, the parties shall
select a mutually acceptable neutral arbitrator from among the JAMS panel of
arbitrators. In the event the parties cannot agree on an arbitrator, the
Administrator of JAMS shall appoint an arbitrator. California Code of Civil
Procedure Section 1283.05, which provides for certain discovery rights, shall
apply to any such arbitration, and said code section is also hereby incorporated
by reference. In reaching a decision, the arbitrator shall have no authority to
change, extend, modify or suspend any of the terms of this Agreement. The
arbitration shall be commenced and heard in Los Angeles, California. The
arbitrator(s) shall apply the substantive law (and the law of remedies, if
applicable) of California or federal law, or both, as applicable to the claim(s)
asserted, and the arbitrator is without jurisdiction to apply any different
substantive law. The arbitrator shall render an award and a written, reasoned
opinion in support thereof, stating all findings of fact and conclusions of law.
Judgment on the award may be entered in any court of competent jurisdiction,
even if a party who received notice under the Rules fails to appear at the
arbitration hearing(s). The parties may seek, from a court of competent
jurisdiction, provisional remedies or injunctive relief in support of their
respective rights and remedies hereunder without waiving any right to
arbitration. However, the merits of any action that involves such provisional
remedies or injunctive relief shall be determined by arbitration under this
Section 7.
7.4 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and will be deemed to have been duly given when
delivered or mailed, first class postage prepaid:
(a) If to Seller, to:
USN TELEVISION GROUP, INC.
Attn: Xxxxx Xxxxx
Xxxxxxx Xxxxxxxxx
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
(b) If to Buyer, to:
PREMIER CONCEPTS, INC.
Attn: Xxxxx Xxxxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
These addresses may be changed from time to time by written notice to
the other parties.
7.5 HEADINGS. The headings contained in this Agreement are for
reference only and will not affect in any way the meaning or interpretation of
this Agreement.
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7.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be deemed an original and all of which together will constitute
one instrument.
7.7 SEVERABILITY. If any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
under applicable law this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein. The
remaining provisions of this Agreement shall be given effect to the maximum
extent then permitted by law.
7.8 FORBEARANCE; WAIVER. Failure to pursue any legal or equitable
remedy or right available to a party shall not constitute a waiver of such
right, nor shall any such forbearance, failure or actual waiver imply or
constitute waiver of subsequent default or breach.
7.9 ATTORNEYS' FEES AND EXPENSES. The prevailing party in any legal
proceeding based upon this Agreement shall be entitled to reasonable attorneys'
fees and expenses and court costs.
7.10 EXPENSES. Each party shall pay all fees and expenses incurred by
it incident to this Agreement and in connection with the consummation of all
transactions contemplated by this Agreement.
7.11 INTEGRATION. This Agreement and all documents and instruments
executed pursuant hereto merge and integrate all prior agreements and
representations respecting the Transactions, whether written or oral, and
constitute the sole agreement of the parties in connection therewith. This
Agreement has been negotiated by and submitted to the scrutiny of both Seller
and Buyer and their counsel and shall be given a fair and reasonable
interpretation in accordance with the words hereof, without consideration or
weight. being given to its having been drafted by either party hereto or its
counsel.
IN WITNESS WHEREOF, the undersigned parties hereto have duly executed
this Agreement on the date first written above.
"BUYER" "COMPANY"
PREMIER CONCEPTS, INC. USN TELEVISION GROUP, INC.
A COLORADO CORPORATION A DELAWARE CORPORATION
By:/s/ Xxxxx Xxxxxxxx By:/s/ Xxxx Xxxxxx
-------------------------- -----------------------
XXXXX XXXXXXXX, PRESIDENT XXXX XXXXXX, PRESIDENT
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"SELLER" "SELLER"
By:/s/ Xxxxx Xxxxx By:/s/ Xxxxxxx Xxxxxxxxx
-------------------------- -----------------------
XXXXX XXXXX XXXXXXX XXXXXXXXX
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