STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered into on
July 16, 1999, by and between American Independent Network, Inc., a Delaware
corporation (the "Company"), and Field of Cotton, L.P., a California limited
partnership (the "Investor").
WHEREAS, the Investor is engaged in the financing, development, production,
marketing and distribution of motion picture, television, recording and video
projects; and
WHEREAS, the Company is engaged in the distribution of family-type
television programs through its broadcast network system; and
WHEREAS, the Investor desires to acquire control of the Company to assist
in achieving its objective by providing an avenue for the distribution of
Investor=s entertainment products; and
WHEREAS, the Investor desires to purchase shares of common stock of the
Company; and
WHEREAS, the Company desires to sell shares of its common stock to the
Investor.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants, agreements and undertakings, representations and warranties contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and confessed, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I
ISSUANCE OF STOCK AND CONSIDERATION
1.1 Upon the execution of this Agreement, and subject to the terms and
conditions hereof, the Company shall sell to the Investor 6,500,000 shares of
newly issued Common Stock of the Company (the AShares@). The consideration for
the purchase of the Shares by the Investor shall be $4,250,000.00, payable as
follows:
(a) The consideration for the first 1,000,000 Shares shall be
$227,400.00, which amount has been advanced by the Investor to the Company
as general operating capital prior to the execution of this Agreement.
Certificates representing these Shares shall be delivered to Investor at
the Closing free and clear of all liens or other encumbrances. Such
advances have been identified by the Investor on Exhibit AA@ attached
hereto; and
(b) The consideration for the remaining 5,500,000 Shares shall be
$4,022,600.00, which amount shall be paid by the execution and delivery at
the Closing of a promissory note in said principal amount dated as of the
Closing Date in favor of the Company. The promissory note shall bear
interest at the annual rate of 8%, and shall be payable in twelve (12)
installments consisting of eleven (11) equal monthly installments of
principal and interest in the amount of $100,000.00 each, plus accrued
interest, with the first installment being due and payable on September 1,
1999, with the next 10 installments thereafter due on the same day of each
month, and with the final installment in the principal amount of
$3,190,213.11, plus accrued interest due and payable on August 1, 2000,
being the final maturity date of the promissory note when all principal and
unpaid accrued interest owing, together with all other fees and charges, if
any, will be due and payable. The promissory note, together with an
amortization schedule, is attached hereto as Exhibit "B".
1.2 The Investor acknowledges that prior to the execution of this
Agreement, it received delivery from the Company of 3,225,000 Shares represented
by Certificate Nos. 3643, 3644, 3645, 3646, 3647, and 3648, and Investor agrees
to deliver Certificates representing 2,225,000 Shares to the Escrow Agent
designated in Paragraph 1.4 hereinbelow to be held as security pursuant to the
Escrow Agreement referenced therein. In the event that no Closing occurs with
respect to this Agreement, the Investor shall immediately return the
Certificates representing these unearned Shares to the Company.
1.3 The Investor shall execute a stock pledge agreement for the
promissory note whereby each Share purchased thereby shall be security for the
promissory note until each such Share is released from escrow. While the Shares
are being held as security by the Escrow Agent designated in Paragraph 1.4
hereinbelow, the Investor shall be entitled to all voting rights with respect
thereto so long as the Investor is not in default. In the event the Investor
defaults with respect to its performance of any agreement or obligation arising
under this Agreement, or any instrument securing or collateral to it, the
Investor shall immediately return the Certificates representing these unearned
Shares to the Company. The Company shall have the election of foreclosing its
lien on such Shares and/or seeking other remedies as provided by the laws of the
State of Texas. The stock pledge agreement is attached hereto as Exhibit AC@.
1.4 The Shares designated in 1.1(b) shall be considered unpaid for and
unearned until and as the Investor pays the balance as due on the promissory
note in cash. All of such Shares shall be held as security in an escrow account
at Bank One (the AEscrow Agent@) pursuant to an Escrow Agreement executed by the
parties at the Closing. Such Shares shall be released from escrow when, if and
as the Investor pays the balance due on the promissory note. Payments on the
promissory note shall be credited toward the purchase price of such Shares. For
each monthly payment of $100,000.00 which the Investor pays pursuant to the
Promissory Note, 200,000 Shares shall be released from escrow. All the
remaining Shares held in the escrow account shall be released upon delivery to
the Company of the final installment payment representing all principal and
accrued interest due and payable on the promissory note. The escrow agreement
is attached hereto as Exhibit "D".
1.5 All Shares issued in connection with this Agreement are restricted
Shares and shall have the restrictive legend as set forth in Section 4.12 (b)
below.
1.6 At the Closing, the Investor shall execute certain execution
documents and a subscription agreement for the Shares. The execution documents
and the subscription agreement are attached hereto as Exhibit "E".
ARTICLE II
CLOSING
2.1 The Closing of the transactions provided for in this Agreement (the
AClosing@) shall be subject to the following conditions:
(a) As a condition to Closing, the representations and warranties of
the parties set forth herein shall be true and correct in all material
respects on the Closing date with the same force and effect as if they had
been made on the Closing date.
(b) The parties shall have performed and complied with all agreements,
obligations, covenants and conditions required by this Agreement to be
performed or complied with by the parties on or prior to the Closing.
2.2 The parties agree to use their best efforts to consummate this
transaction by July 16, 1999, at such time and place as may be mutually agreed
to by the parties, all terms and conditions of the Closing having been met prior
thereto.
2.3 Each of the parties hereto shall deliver or cause to be delivered
at the Closing, and at such other times and places as shall be reasonably agreed
on, such additional instruments as may be reasonably necessary for the purpose
of carrying out this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
As a material inducement to the Investor to execute this Agreement and
perform its obligations under this Agreement, the Company hereby represents and
warrants to the Investor as follows:
3.1 ORGANIZATION AND CAPITALIZATION. The Company is a corporation duly
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organized, validly existing and in good standing under the laws of the state of
Delaware, with full power and authority to own its properties and conduct the
business in which it is now engaged. The authorized capital stock of the
Company as of June 30, 1999 consists of: (i) 20,000,000 shares of common stock,
$.05 par value per share ("Common Stock"), of which ____________ shares are
validly issued and outstanding and ____________ shares are issued and
outstanding subject to challenge by the Company as to their validity; and (ii)
1,000,000 shares of preferred stock, $1.00 par value per share ("Preferred
Stock"), of which 42,427 shares are validly issued and outstanding. Subject to
the qualifications stated above, all such issued and outstanding shares of
Common Stock and Preferred Stock have been duly authorized and validly issued
and are fully paid and non-assessable. Except as to existing warrants relating
to the Preferred Stock, there are no existing warrants, options, rights of first
refusal, conversion rights, calls, commitments or other agreements of any
character pursuant to which the Company is or may become obligated to issue any
capital stock or other securities.
3.2 AUTHORIZATION. All corporate action on the part of the Company
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necessary for the authorization, execution, delivery and performance of this
Agreement and the transactions contemplated hereby has been taken. This
Agreement, when duly executed and delivered in accordance with its terms, will
constitute legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with its terms, subject as to enforceability,
to bankruptcy, insolvency, reorganization and other laws of general application
relating to or affecting creditor's rights and to general equitable principles.
3.3 CONSENTS, ETC.. No permit, consent, approval or authorization of,
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or declaration to or filing with, any governmental authority, court or other
person or entity is required in connection with the execution, delivery and
performance of this Agreement by the Company.
3.4 SOLVENCY PROCEEDINGS. The Company is not the subject of any
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insolvency, bankruptcy, receivership or dissolution proceeding.
3.5 FINANCIAL STATEMENTS. The Company has made available to the
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Investor the following documents containing financial statement information
regarding the Company (collectively the ACompany Financial Statements@):
(a) Form 10-K Annual Report for December 31, 1997; and
(b) Form 10-Q Quarterly Reports for March 31, June 30 and September
30, 1998, respectively.
3.6 LIABILITIES. All material obligations and liabilities, contingent
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or otherwise, of the Company arising from events which have occurred on or
before the most recent balance sheet included in the Company Financial
Statements have been fully accrued or reserved for on the most recent Company
Financial Statements in accordance with generally accepted accounting principles
consistently applied and, except for such obligations and liabilities disclosed
on the most recent Company Financial Statements, the Company does not have, on
the date of the most recent Company Financial Statements, any debt, liability or
obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, which would have a material adverse effect on
the financial condition of the Company. Since the date of the most recent
Company Financial Statements, the Company has not incurred any material
obligation or liability, contingent or otherwise, except for accounts payable
and other obligations for the purchase of goods and services incurred in the
ordinary course of business.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF INVESTOR
As a material inducement to the Company to execute this Agreement and
perform its obligations under this Agreement, the Investor hereby represents and
warrants to the Company as follows:
4.1 GENERAL.
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(a) The Investor is a limited partnership duly organized, validly
existing and in good standing under the laws of the state of California and
each other state in which it engages in business operations, with full
power and authority to own its properties and conduct the business in which
it is now engaged.
(b) The Investor is the sole party in interest and is not acquiring
the Shares as an agent or otherwise for any other person.
4.2 ORGANIZATION AND CAPITALIZATION. The Investor is a limited
---------------------------------
partnership duly organized, validly existing and in good standing under the laws
of the state of California and each other state in which it engages in business
operations, with full power and authority to own its properties and conduct the
business in which it is now engaged. The authorized capital of the Investor
consists of 125 units of limited partnership interest, $200,000 per unit
("Units"), of which 14 Units have been duly authorized and validly issued and
are fully paid.
4.3 AUTHORIZATION. The Investor has all requisite authority to enter
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into this Agreement. All action on the part of the Investor necessary for the
authorization, execution delivery and performance of this Agreement has been
taken or will be taken prior to the Investor=s execution of this Agreement.
This Agreement, when duly executed and delivered in accordance with its terms,
will constitute legal, valid and binding obligations of the Investor,
enforceable against the Investor in accordance with its terms, subject as to
enforceability, to bankruptcy, insolvency, reorganization and other laws of
general application relating to or affecting creditor's rights and to general
equitable principles.
4.4 CONSENTS, ETC.. No permit, consent, approval or authorization of,
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or declaration to or filing with, any governmental authority, court or other
person or entity is required in connection with the execution, delivery and
performance of this Agreement by the Investor.
4.5 FINANCIAL STATEMENTS. The Investor has delivered to the Company
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unaudited financial statements of the Investor for the fiscal year ended
December 31, 1998 and for the interim six month period ended June 30, 1999.
Such financial statements (collectively the AInvestor Financial Statements@) are
in accordance with the books and records of the Investor and fairly present the
financial position of the Investor and the results of operations and changes in
financial position of the Investor as of the dates and for the periods
indicated, in each case in conformity with generally accepted accounting
principals applied on a consistent basis.
4.6 LIABILITIES. All material obligations and liabilities, contingent
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or otherwise, of the Investor arising from events which have occurred on or
before the most recent balance sheet included in the Investor Financial
Statements have been fully accrued or reserved for on the most recent Investor
Financial Statements in accordance with generally accepted accounting principles
consistently applied and, except for such obligations and liabilities disclosed
on the most recent Investor Financial Statements, the Investor does not have, on
the date of the most recent Investor Financial Statements, any debt, liability
or obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, which would have a material adverse effect on
the financial condition of the Investor. Since the date of the most recent
Investor Financial Statements, the Investor has not incurred any material
obligation or liability, contingent or otherwise, except for accounts payable
and other obligations for the purchase of goods and services incurred in the
ordinary course of business.
4.7 LITIGATION.
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(a) There is no claim, action, suit, proceeding, arbitration,
investigation or inquiry before any federal, state, municipal, foreign or
other court of governmental or administrative body or agency, other
regulatory or self-regulatory body or association, or any private
arbitration tribunal now pending, or to the best of Investor=s knowledge,
threatened against, relating to, or affecting Investor or any of its
assets, properties or business that might result (individually or, in the
case of a group of related matters, in the aggregate) in total liability to
such Investor or the Company in excess of $5,000.00, or that questions the
validity of this Agreement or affects the transactions contemplated herein;
nor, to the knowledge of the Investor, is there any basis for any such
claim, action, suit, proceeding, investigation or inquiry which,
individually or in the aggregate, may have a material adverse effect on the
assets, properties or business of the Investor or the transactions
contemplated by this Agreement.
(b) There is not in existence any order, judgment or decree of any
court or governmental or administrative body or agency or any other
regulatory body or association enjoining or prohibiting the Investor from
taking, or requiring Investor to take, any action of any kind to which the
Investor or any of its business, or any of the properties or assets
material to the operations of its business, are subject or bound.
(c) The Investor has not received notice that it is in default or in
violation of any order, write, injunction or decree of any court or
governmental or administrative body or agency, any licensing authority or
any other regulatory or self-regulatory body or association.
4.8 EXECUTION AND DELIVERY OF AGREEMENT. The execution and delivery of
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this Agreement and the consummation of the transactions contemplated hereby do
not and will not conflict with or result in any violation of or default under
any provision of the charter or by-laws of both the Company and the Investor or
any contract, agreement, commitment, indenture, mortgage, pledge, note, license,
permit or any law, regulation, ordinance or decree applicable to both the
Company and the Investor, the violation of which would have a material adverse
effect upon the business, properties, condition or prospects of both the Company
and the Investor.
4.9 NO MATERIAL ADVERSE CHANGE. Since the date of the most recent
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Investor Financial Statements, there has been no material adverse change in the
business, operations, properties, prospects, assets or condition (financial or
otherwise) of the Investor.
4.10 DISCLOSURE. No representation or warranty of the Investor
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contained in this Agreement (including the exhibits and schedules hereto)
contains any untrue statements or omits to state a material fact necessary in
order to make the statements contained herein or therein, in light of the
circumstances and under which they were made, not misleading.
4.11 RELEASE. The Investor, for itself and its affiliates, successors
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and assigns hereby releases the Company from any and all claims it may have
against the Company, known or unknown, now, or in the future, arising in any
manner out of or in connection with any and all prior oral or written
agreements, understandings, or arrangements.
4.12 RESTRICTIONS ON TRANSFER OR SALE OF THE SHARES.
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(a) The Investor understands that the Shares are "restricted
securities" under applicable federal securities laws and that the Act and
the rules of the Securities and Exchange Commission (the "Commission")
provide in substance that the Investor may dispose of the Shares only
pursuant to an effective registration statement under the Act or an
exemption therefrom, and the Investor understands that the Company has no
obligation or intention to register any of the Shares purchased by him
hereunder or to take action so as to permit sales pursuant to the Act
(including Rule 144 thereunder). As a consequence, the Investor understands
that there is no meaningful public market for the Shares and none is likely
to develop and the Investor therefore must bear the economic risks of the
investment in the Shares for an indefinite period of time. The Investor
understands that it may not at any time demand the purchase by the Company
of its Shares.
(b) The Investor agrees that a legend in substantially the following
form will be placed on the Certificates representing the Shares:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") or
any state securities act. The Shares are acquired for investment
purposes only and not with a view to distribution. This certificate
may not be offered, sold or transferred without registration or the
availability of an exemption from registration and the Company is
provided with an opinion of counsel and other evidence as may be
satisfactory to the Company to the effect that such transfer will not
be in violation of the Act and applicable state securities laws."
(c) Subject in part to the truth and accuracy of the Investor's
representations set forth in this Agreement, the issuance of the Shares as
contemplated by this Agreement is exempt from the registration requirements
of the Securities Act of 1933, as amended (the "Act"), and neither the
Investor nor any authorized agent acting on its behalf will take any action
hereafter that would cause the loss of such exemption.
(d) The Investor has not and shall not engage in the offer or sale of
the Shares or of any securities issued by itself or any affiliate as those
terms are defined under applicable state and federal securities laws,
unless said securities have been registered under the Act and any
applicable state securities laws or said securities are subject to the
availability of an exemption from registration requirements of the Act and
applicable state securities laws. The Investor agrees to execute, deliver
and furnish an opinion of counsel, in the form satisfactory to the Company,
that any such offer or sale of securities by the Investor does not violate
any registration requirements of applicable state and federal securities
laws. Further, the Investor shall never engage in the business of acting as
Abroker@ or Adealer@ in securities as those terms are defined under
applicable state and federal securities laws.
(e) All past, present and future activities of the Investor in
connection with capital raising to fund its purchase of the Shares were,
are and shall be in compliance with all applicable state, territory and
federal securities laws and regulations, and the laws and regulations of
any jurisdiction where such activity may be deemed to have taken place. The
Investor shall give notice to the Company of such capital raising activity,
accompanied by such information as the Company shall require from time to
time. The Investor shall provide to the Company a legal opinion from the
Investor=s attorney opining on the compliance of such capital raising with
applicable securities laws and regulations.
4.13 INFORMATION CONCERNING THE COMPANY.
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(a) The Investor is familiar with the business and financial
condition, properties, operations and prospects of the Company, and, at a
reasonable time prior to the execution of this Agreement, has been afforded
the opportunity to ask questions of and receive satisfactory answers from
the Company's officers and directors, or other persons acting on the
Company's behalf, concerning the business and financial condition,
properties, operations and prospects of the Company and concerning the
terms and conditions of the issuance of the Shares.
(b) No representations or warranties have been made to the Investor by
the Company as to the tax consequences of this investment, or as to
profits, losses or cash flow which may be received or sustained as a result
of this investment.
(c) All documents, records and books pertaining to the investment in
the Shares which the Investor has requested have been made available to it.
Among other documents, the Company has provided the Investor with its Form
10-K Annual Report for December 31, 1997 and its Form 10-Q Quarterly
Reports for March 31, June 30 and September 30, 1998, respectively.
(d) The Investor has conducted such due diligence investigation and
obtained such professional advice from consultants and attorneys of its own
choosing as it has deemed necessary and appropriate and has relied upon
such due diligence and professional advice in determining whether to enter
into this Agreement.
ARTICLE V
INDEMNIFICATION
5.1 INVESTOR INDEMNIFICATION. The Investor, for its affiliates,
-------------------------
successors and assigns agrees to and shall indemnify, defend (with legal counsel
reasonably acceptable to the Company), and hold the Company, its officers,
directors, shareholders, employees, agents, affiliates, and assigns harmless
at all times after the date of this Agreement, from and against and in respect
of, any liability, claim, deficiency, loss, damage, penalty or injury, and all
reasonable costs and expenses (including reasonable attorneys= fees and costs of
any suit related thereto) suffered or incurred by the Company, at law or in
equity, statutory or otherwise, whether or not well founded in law or in fact,
arising in any manner out of or in connection with the following:
(a) Any misrepresentation by, or breach of any covenant or warranty of
the Investor contained in this Agreement, or any Exhibit, Certificate, or
other instrument furnished or to be furnished by the Investor hereunder, or
any claim by a third party (regardless of whether the claimant is
ultimately successful) which if true would be such a misrepresentation or
breach;
(b) Any nonfulfillment of any agreement on the part of the Investor
under this Agreement, or from any material misrepresentation in or material
omission from, any Certificate or other instrument furnished or to be
furnished to the Company hereunder;
(c) Any suit, action, proceeding, claim or investigation, pending or
threatened against or affecting the Company which arises from, which arose
from, or which is based upon or pertaining to the conduct of the business
operations of the Investor or the Company by the Investor or any officer,
employee or agent of the Investor before or after the Closing of this
Agreement; and
(d) And any other matter or state of facts relating to the
transactions contemplated herein existing prior to Closing.
5.2 COMPANY INDEMNIFICATION. The Company, for its affiliates,
------------------------
successors and assigns agrees to and shall indemnify, defend (with legal counsel
reasonably acceptable to the Investor), and hold the Investor, its officers,
directors, shareholders, employees, agents, affiliates, and assigns harmless
at all times after the date of this Agreement, from and against and in respect
of, any liability, claim, deficiency, loss, damage, penalty or injury, and all
reasonable costs and expenses (including reasonable attorneys= fees and costs of
any suit related thereto) suffered or incurred by the Investor, at law or in
equity, statutory or otherwise, whether or not well founded in law or in fact,
arising in any manner out of or in connection with the following:
(a) Any suit, action, proceeding, claim or investigation, pending or
threatened against or affecting the Investor which arises from, which arose
from, or which is based upon or pertaining to the conduct of the business
operations of the Company by the Company or any officer, employee or agent
of the Company before the Closing of this Agreement.
5.2 DEFENSE OF CLAIMS. If any lawsuit or enforcement action is filed
-------------------
against any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the indemnifying party as promptly as practicable (and
in any event not less than fifteen (15) days prior to any hearing date or other
date by which action must be taken); provided that the failure of any
indemnified party to give timely notice shall not affect rights to
indemnification hereunder except to the extent that the indemnifying party
demonstrates actual damage caused by such failure. After such notice, if the
indemnifying party shall acknowledge in writing to such indemnified party that
this Agreement applies with respect to such lawsuit or action, then the
indemnifying party shall be entitled, if it so elects, to take control of the
defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the
indemnified party may, at its own cost, participate in such investigation, trial
and defense of such lawsuit or action and any appeal arising therefrom. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any proceeding in respect of which
any indemnified party is a party and indemnity has been sought hereunder unless
such settlement of a claim, investigation, suit, or other proceeding only
involves a remedy for the payment of money by the indemnifying party and
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
5.3 DEFAULT OF INDEMNIFICATION OBLIGATION. If an entity or individual
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having an indemnification, defense and hold harmless obligation, as above
provided, shall fail to assume such obligation, then the party or entities or
both, as the case may be, to whom such indemnification, defense and hold
harmless obligation is due shall have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any suit related thereto) and to make any settlement or pay any judgment or
verdict as the individual or entities deem necessary or appropriate in such
individual=s or entities= absolute sole discretion and to charge the cost of any
such settlement, payment, expense and costs, including reasonable attorneys=
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may be.
ARTICLE VI
MISCELLANEOUS
6.1 NOTICES. All notices and other communications provided for herein
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shall be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid, telex, telecopier or overnight air courier guaranteeing next
day delivery:
(a) if to the Company, then to the following address:
American Independent Network, Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
with a copy to:
Xxxxxxxxx X. Xxxxxx, Esq.
0000 Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
Xxxxxx X. Xxxxxxxxx, Esq.
Axelrod, Smith,& Xxxxxxxxx
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
(b) if to the Investor, then to the following address:
Field of Cotton, L.P.
0000 Xxxx Xxxxxx Xxxx
Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
with a copy to:
Xxxxxxx Xxxxxx, Esq.
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
If a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.
6.2 ENTIRE AGREEMENT. This Agreement and any documents executed and
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delivered pursuant hereto constitute the entire agreement of the parties
relating to the subject matter hereof, supersede all prior oral or written
agreements, understandings, or arrangements with respect thereto, and may not be
amended, supplemented, or terminated except by written instrument executed by
the parties.
6.3 WAIVER. Any waiver of any provision of this Agreement shall be
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effective only if in writing, and no waiver of any provision of this Agreement
shall constitute a waiver of any other provision of this Agreement, nor shall
such waiver constitute a waiver of any subsequent breach of such provision.
6.4 ASSIGNMENT. This Agreement shall be binding upon and shall inure
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to the benefit of the parties and their respective successors and assigns and
may not be assigned unless agreed to in writing by all parties hereto.
6.5 COUNTERPARTS. This Agreement may be executed in multiple
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counterparts, each of which shall be deemed an original but all of which shall
be deemed one instrument.
6.6 VALIDITY. The invalidity or unenforceability of any provision of
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this Agreement shall not effect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect as if
such invalid or unenforceable provision was omitted.
6.7 SURVIVAL. The respective representations, warranties, covenants
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and agreements set forth in this Agreement or in any writing delivered pursuant
to the provisions of this Agreement, shall survive the Closing and the
transactions contemplated thereby for the maximum period allowed by law.
6.8 GOVERNING LAW. This Agreement shall be interpreted, construed and
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enforced under and in accordance with the laws of the State of Texas. Any
action to enforce same shall be brought in a court of competent jurisdiction
located in Tarrant County, Texas. For the purposes of any such action, the
parties hereto agree and consents to in personam jurisdiction in the courts of
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Texas.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed at Fort Worth, Texas as of the day and year first above
written.
American Independent Network, Inc.
By: /s/ Xxxxx Xxxxxxx
Chief Financial Officer
Field of Cotton, L.P.
By: /s/ Xxxx Xxxxxx
General Partner
THE STATE OF TEXAS }
}
COUNTY OF TARRANT }
On the 16th day of July, 1999, before me personally appeared Xxxxx Xxxxxxx
Chief Financial Officer of American Independent Network, Inc., known to me to be
the person who executed the foregoing instrument and he acknowledged to me that
he executed the same for the purposes and considerations therein expressed and
in the capacity therein stated.
[Notary Seal]
/s/ Xxxxxxxxx X. Xxxxx
NOTARY PUBLIC IN AND FOR
THE STATE OF T E X A S
My Commission Expires: 3-17-2001
THE STATE OF CALIFORNIA }
}
COUNTY OF LOS ANGELES }
On the 16th day of July, 1999, before me personally appeared Xxxx Xxxxxx,
General Partner of Field of Cotton, a California limited partnership, known to
me to be the person who executed the foregoing instrument and he acknowledged to
me that he executed the same for the purposes and considerations therein
expressed and in the capacity therein stated.
[Notary Seal]
/s/ Xxxxx X. Xxxxxxxx
NOTARY PUBLIC IN AND FOR
THE STATE OF CALIFORNIA
My Commission Expires: 9/23/00
