EXHIBIT 9.01
STOCK PURCHASE OPTION AND SHAREHOLDER AGREEMENT
Among
COMSAT INVESTMENTS, INC.,
MARINE MANAGEMENT SYSTEMS,
XXXXXX X. STORY,
XXXXXX X. XXXXX
and
XXXXXX X. XXXXX, XX.
June 20, 1990
TABLE OF CONTENTS
Page
----
Section 1 PURCHASE AND SALE OF STOCK......................... 1
1.1 Purchase and Sale............................... 1
1.2 Purchase Price.................................. 2
1.3 Closing......................................... 2
1.4 Delivery by the Corporation..................... 2
1.5 Delivery by the Purchaser....................... 2
Section 2. OPTION............................................. 3
2.1 Grant of Option................................. 3
2.2 Number of Shares................................ 3
2.3 Term............................................ 4
2.4 Price........................................... 4
2.5 Exercise........................................ 4
2.6 Representations and Warranties;
Certified Financial Statements................ 5
2.7 Access to Information........................... 5
2.8 Revocation of Exercise.......................... 5
2.9 Closing......................................... 5
2.10 Delivery of Shares.............................. 6
2.11 Reservation of Option Shares.................... 6
Section 3. REPRESENTATIONS AND WARRANTIES OF
THE CORPORATION AND THE SHAREHOLDERS............. 6
3.1 Organization.................................... 6
3.2 Subsidiary...................................... 6
3.3 Capitalization; Shareholders.................... 7
3.4 Financial Statements............................ 7
3.5 Absence of Specified Changes.................... 8
3.6 Litigation...................................... 8
3.7 No Defaults..................................... 9
3.8 Taxes........................................... 9
3.9 Compliance with Laws............................ 9
3.10 Authority to Perform Agreement.................. 10
3.11 Completeness of Representations
and Warranties................................ 11
3.12 Tangible Properties and Assets.................. 11
3.13 Intellectual Property........................... 12
3.14 Accounts Receivable............................. 13
3.15 Liabilities..................................... 13
3.16 Contracts....................................... 13
3.17 Franchises, Permits, Etc........................ 14
3.18 Customers and Sales............................. 14
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3.19 Insurance....................................... 14
3.20 Relationship with Related Parties............... 14
3.21 Books, Records and Other Documents.............. 15
Section 4. REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER........................................ 15
4.1 Organization.................................... 15
4.2 Authority to Perform Agreement.................. 15
Section 5. COVENANTS.......................................... 16
5.1 Board of Membership............................. 16
5.2 Use of Proceeds................................. 16
5.3 Activities...................................... 16
5.4 No Specified Changes............................ 17
5.5 Covenants Not to Compete........................ 18
5.6 Additional Development Projects................. 19
5.7 Restrictions on Sale or Transfer of
Stock by Shareholders and Corporation......... 20
5.8 Restrictions on Sale or Transfer of Stock
by Purchaser.................................. 21
5.9 Relationship of Parties......................... 22
Section 6. INDEMNIFICATION.................................... 22
6.1 Indemnification of the Purchaser................ 22
6.2 Indemnification of the Corporation
and the Shareholders.......................... 23
6.3 Limitations..................................... 23
6.4 Notice of Claim................................. 23
6.5 Third Party Claims.............................. 24
6.6 Disputed Claims................................. 24
6.7 Payment......................................... 25
6.8 Other Remedies.................................. 25
Section 7. MISCELLANEOUS...................................... 25
7.1 Construction.................................... 25
7.2 Survival of Representations and
Warranties.................................... 25
7.3 Expenses........................................ 25
7.4 Benefit......................................... 25
7.5 Scope and Modification.......................... 26
7.6 Delays or Omissions; Waivers.................... 26
7.7 Successors and Assigns.......................... 26
7.8 Governing Law................................... 26
7.9 Notices......................................... 26
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7.10 Counterparts.................................... 27
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GLOSSARY
Defined Term Definition Section
------------ ------------------
Additional Development Agreements 5.6 (a)
After Tax Profits. 2.4 (b)
Agreement Preamble
Board 5.1
Business Preamble
COMSAT Preamble
Contract 3.16 (a)
Corporation Preamble
Exercise Date 2.5
Exercise Price 2.4 (a)
Financial Statements 3.4
Full Dilution 2.2 (b)
Indemnified Party 6.4
Indemnifying Party 6.4
Xxxxx Preamble
Notice of Claim 6.4
Notice of Disagreement 6.6
Notice of Share Sale 5.7 (b)
Xxxxx Preamble
Option 2.1
Option Closing 2.9
Option Closing Date 2.9
Option Shares 2.1
Purchased Shares 1.1
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Purchaser Preamble
Retainer 5.6 (c)
Shareholders Preamble
Shares 5.7 (a)
Standard C Development Agreement 1.4 (b)
Story Preamble
Subsidiary 3.2
Third Party Claim 6.5
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EXHIBIT 9.01
STOCK PURCHASE. OPTION AND SHAREHOLDER AGREEMENT
THIS AGREEMENT ("Agreement") is entered into the 20th day of June, 1990,
among COMSAT INVESTMENTS, INC., a Delaware corporation (the "Purchaser"), MARINE
MANAGEMENT SYSTEMS, INC., an Ohio corporation (the "Corporation"), XXXXXX X.
STORY ("Story") and XXXXXX X. XXXXX ("Xxxxx"), the majority shareholders of the
Corporation, and XXXXXX X. XXXXX, XX. ("Xxxxx"), a director, officer and
shareholder of the Corporation (Story, Xxxxx and Xxxxx are referred to
collectively as the "Shareholders").
The Corporation is engaged in the business of supplying hardware, software
and engineering services directed to ship operations and the integration of
shipboard and shoreside functions through satellite communications (the
"Business").
The Purchaser, a wholly-owned subsidiary of Communications Satellite
Corporation ("COMSAT'), wishes to purchase certain shares of common stock of the
Corporation on the terms and conditions of this Agreement. The Shareholders and
the Corporation wish to have the Purchaser purchase such shares.
THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties agree as follows:
Section 1.PURCHASE AND SALE OF STOCK
1.1 Purchase and Sale. The Purchaser is hereby purchasing from the
Corporation, and the Corporation is issuing to the Purchaser, 14,339 shares of
common stock of the Corporation (the "Purchased Shares"), which constitutes 13
percent of the total common stock of the Corporation outstanding after the
purchase, assuming Full Dilution (as defined in Section 2.2(b)).
1.2 Purchase Price. The Purchaser is paying to the Corporation an aggregate
purchase price of $260,000 for the Purchased Shares and for the Option described
in Section 2.
1.3 Closing. The closing of the transactions described in Sections 1.1 and
1.2 has taken place, simultaneously with the execution of this Agreement, at the
offices of the Corporation, located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxxxxxxx 00000, on the date of this Agreement. At such closing, the
deliveries referred to in Section 1.4 and 1.5 have occurred.
1.4 Delivery by the Corporation. The Corporation has delivered to the
Purchaser the following, receipt of which is hereby acknowledged by the
Purchaser:
(a) A stock certificate registered in the name of the Purchaser
representing the Purchased Shares;
(b) An agreement, executed by the Corporation, under which the
Corporation will develop for the Purchaser (or its affiliate) a system for
Standard C applications (the "Standard C Development Agreement");
(c) A certified resolution of the Board of Directors of the
Corporation authorizing the execution and delivery of this Agreement and
the performance by the Corporation of its obligations under this Agreement;
(d) An opinion of Diserio, Martin, X'Xxxxxx and Xxxxxxxxxxx, counsel
for the Corporation, satisfactory to the Purchaser; and
(e) Such other documents, instruments and certificates as the
Purchaser or its counsel have reasonably requested in order to effectuate
this Agreement.
1.5 Delivery by the Purchaser. The Purchaser has delivered to the
Corporation the following, receipt of which is hereby acknowledged by the
Corporation:
(a) Immediately available funds in the amount of $385,000, consisting
of $260,000 representing the purchase price provided for in Section 1.2 and
$125,000 representing the Retainer provided for in Section 5.6(c);
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(b) The Standard C Development Agreement, executed by the Purchaser
(or its affiliate);
(c) A certified resolution of the Board of Directors of the Purchaser
authorizing the execution and delivery of this Agreement and the
performance by the Purchaser of its obligations under this Agreement;
(d) An opinion of Xxxxxxx X. Xxxxxxx, Vice President and General
Counsel of COMSAT, satisfactory to the Corporation and the Shareholders;
and
(e) Such other documents, instruments and certificates as the
Corporation, the Shareholders or their counsel have reasonably requested in
order to effectuate this Agreement.
Section 2. OPTION
2.1 Grant of Option. The Purchaser shall have an option (the "Option") to
purchase from the Corporation additional shares of common stock of the
Corporation ("Option Shares") on the terms of this Section 2.
2.2 Number of Shares.
(a) The maximum number of Option Shares shall be the number which, if
the Option were exercised in full, would cause the number of shares of
common stock of the Corporation owned by the Purchaser after receipt of the
Option Shares (including the Purchased Shares) to equal 35 percent of the
total common stock of the Corporation then outstanding, assuming Full
Dilution.
(b) The term "Full Dilution" means that all shares of common stock for
which options (other than the Option), warrants, convertible securities or
other rights pursuant to which the Corporation is, or may become, obligated
to issue any shares of common stock have been issued and are then
outstanding.
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(c) The Purchaser may exercise the Option with respect to such maximum
number of Option Shares or any lesser number of shares as the Purchaser may
choose.
2.3 Term. The Option shall be exercisable by the Purchaser at any time
during the period beginning on January 1, 1992 and ending on June 30, 1993.
2.4 Price.
(a) The purchase price per share payable by the Purchaser for the
Option Shares ("Exercise Price") shall be an amount (but not less than $1)
determined by:
(i) Multiplying the After Tax Profits for the most recent
previous calendar year by eight, and
(ii) Dividing the amount determined under clause (i) by the
number of shares of common stock of the Corporation which, as of the
Exercise Date, are outstanding, assuming Full Dilution.
(b) The term "After Tax Profits" for a year means the net income
earned by the Corporation during that year, after the deduction of U.S.
federal income taxes, state and local income and franchise taxes and
foreign income taxes, as shown on financial statements prepared in
accordance with generally accepted accounting principles applied on a
consistent basis.
2.5. Exercise. The Purchaser may exercise the Option by giving
written notice to the Corporation at any time before the expiration of the
term stated in Section 2.3. (The date upon which such notice is given is
referred to as the "Exercise Date.")
2.6 Representations and Warranties: Certified Financial
Statements.
(a) Within 20 days after the Exercise Date, the Corporation shall
provide to the Purchaser a written statement of representations and
warranties made as of the Exercise Date. Except as provided in Section
2.6(b), such representations and warranties shall be comparable in form to
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those in Section 3 of this Agreement including the supporting Schedules.
(b) The financial statements upon which determination of the Exercise
Price is made and upon which the representations and warranties comparable
to those in Section 3.4 are made shall be certified by independent
certified public accountants selected by the Corporation and approved by
the Purchaser, if (i) the Purchaser previously has notified the Corporation
that it desires such certification and (ii) the Purchaser pays 50 percent
of the fees and expenses charged by such certified public accountants for
auditing the Corporation's books and records and preparing the certified
statements.
2.7 Access to Information. For the purpose of conducting examinations and
investigations in connection with the exercise of the Option, the Purchaser and
its agents, for the period beginning on January 1, 1992 and ending 45 days after
the Exercise Date shall have (a) full and complete access to the properties,
assets, books, records, contracts and documents of the Corporation and (b) the
right to discuss the business affairs, financial condition and other matters
pertaining to the Corporation with any of the Corporation's agents,
representatives, directors, officers, employees, accountants, attorneys, lessors
or creditors or any other persons as the Purchaser deems necessary or desirable.
2.8 Revocation of Exercise. The Purchaser may revoke the exercise of the
Option at any time within 45 days after the Exercise Date by giving notice to
the Corporation. Such revocation shall terminate the Option and all other rights
and obligations of the Purchaser under this Section 2.
2.9 Closing. The closing of the purchase of the Option Shares ("Option
Closing") shall take place at the offices of the Purchaser, located at 000
X'Xxxxxx Xxxxx, X.X., Xxxxxxxxxx, X.X. 00000 on the tenth day after the
Purchaser notifies the Corporation in writing that it has completed its
inspection and is prepared to proceed with the Option Closing, such date of
notification to be no later than fifty days after the Exercise Date, or on such
other date as mutually agreed by the parties (the "Option Closing Date").
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2.10 Delivery of Shares. At the Option Closing: (a) the Corporation will
deliver to the Purchaser a stock certificate registered in the name of the
Purchaser representing the number of Option Shares for which the Option was
exercised; and (b) the Purchaser will transfer to the Corporation immediately
available funds in the amount of the purchase price, as determined under Section
2.4.
2.11 Reservation of Option Shares. The Corporation shall at all times keep
reserved, out of its authorized common stock, a number of shares of common stock
sufficient to provide for the exercise of the Option.
Section 3. REPRESENTATIONS AND WARRANTIES OF
THE CORPORATION AND THE SHAREHOLDERS
The Corporation and the Shareholders, jointly and severally, represent and
warrant to the Purchaser as of the date of this Agreement as follows:
3.1 Organization. The Corporation (a) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Ohio, (b)
has all requisite corporate power and authority to own and operate its
properties and assets and to conduct the Business as now conducted and (c) is
duly qualified and in good standing in each jurisdiction where the nature of its
operations makes such qualification necessary. True and correct copies of the
Articles of Incorporation and of the Bylaws of the Corporation, and all
amendments thereto, are annexed as Schedule 3.1.
3.2 Subsidiary. Marine Management Systems (UK) Limited ("Subsidiary") is
the only subsidiary of the Corporation. The Subsidiary is currently inactive and
has had no operations during the past year. The Subsidiary has no employees,
assets, liabilities or claims against it other than a bank overdraft with
Barclay's Bank in the approximate amount of $5,000. The Corporation intends to
pay off this overdraft and eliminate the Subsidiary by the end of 1990.
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3.3 Capitalization: Shareholders.
(a) The authorized capital stock of the Corporation consists of: (i)
150,000 shares of common stock, of which 94,071 shares are validly issued
and are currently outstanding, fully paid and nonassessable and 1,893 are
subject to issue upon the exercise of options and conversion rights; (ii)
2,000 shares of 6% cumulative preferred stock, of which no shares are
issued and outstanding; and (iii) 10,000 shares of 6% non-cumulative
preferred stock, of which 2,099 shares are validly issued and are currently
outstanding, fully paid and nonassessable.
(b) Annexed as Schedule 3.3 is a true and complete list of the
shareholders of the Corporation, stating each shareholder's name and
address, and the number and class of shares held by each such shareholder.
Each such shareholder is the sole owner of record and the sole beneficial
owner of the shares listed as being held by it. There are no voting trusts,
voting agreements or other agreements in effect relating to any such
shares.
(c) The stock transfer books and minute books of the Corporation,
which have been made available to the Purchaser for inspection prior to the
date of this Agreement, contain no inaccuracies or omissions.
(d) Schedule 3.3 contains a true and complete list of those persons
holding options and convertible securities, stating each such person's name
and address, the number and class of shares of capital stock each such
person has a right to obtain, and the terms and conditions of such right.
Except as stated on Schedule 3.3, there are no outstanding options,
warrants, convertible securities or other rights pursuant to which the
Corporation is, or may become, obligated to issue any shares of its capital
stock or other securities.
3.4 Financial Statements. Annexed as Schedule 3.4 are financial statements
of the Corporation, which contain balance sheets of the Corporation as of
December 31, 1988 and 1989 and statements of income and expenses for the years
then ended (the "Financial Statements"). Except as set forth in Schedule 3.4,
the Financial Statements (together with the notes thereto): (a) are true,
correct and complete; (b) are in accordance with the books and records of the
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Corporation; (c) present fairly the financial position and results of operations
of the Corporation as of the dates and for the periods indicated; and (d) have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis.
3.5 Absence of Specified Changes. Except as set forth on Schedule 3.5,
since December 31, 1989, neither the Corporation nor the Subsidiary has: (a)
suffered any event or condition that has or might reasonably be expected to have
a material adverse effect on the Business, financial condition, properties,
assets, liabilities or prospects of the Corporation; (b) declared or paid any
dividends on, made any other distributions with respect to, or redeemed of
acquired any of its capital stock; (c) issued any capital stock, bonds or other
securities; (d) sold, assigned, transferred or encumbered any material
properties or assets, tangible or intangible, or any interest in such properties
or assets; (e) made a loan to any person or entity; (f) suffered any damage,
destruction or loss, whether or not covered by insurance, affecting its
properties or assets; (g) had any of its properties or assets subjected to a
lien; (h) without full payment released or waived any valuable right or claim or
cancelled any debt owing to it; (i) guaranteed any indebtedness; (j) increased
the rate of compensation of any officer, director, employee or agent by more
than 10 percent; (k) changed any of its accounting methods or practices; (l)
entered into or consummated any material transaction except in the ordinary
course of business; (m) made capital expenditures exceeding $50,000; (n) entered
into a lease of real or personal property; or (o) entered into any agreement or
made any commitment obligating it to do any of the foregoing acts.
3.6 Litigation. There is no litigation or claim at law or in equity, no
arbitration proceeding, no labor dispute or grievance, and no proceeding or
investigation by or before any government instrumentality or other agency
pending or threatened (a) against or affecting the Corporation or the Subsidiary
or (b) against any shareholder, director or officer of the Corporation or the
Subsidiary which could materially affect the Corporation. To the best knowledge
of the Corporation and the Shareholders, no basis for any such litigation,
claim, proceeding or investigation exists.
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3.7 No Defaults. Neither the Corporation nor the Subsidiary is in default
or violation under (a) its Articles of Incorporation or its Bylaws, (b) any
indenture, mortgage, lease, contract or other agreement or instrument to which
it is a party or by which it or any of its properties or assets are bound or
affected or (c) any provision of law or any order of any court or other agency
of government. There exists no condition, event or act which constitutes, nor
which after notice, lapse of time or both could constitute, a default or
violation under any of the foregoing.
3.8 Taxes. The Corporation and the Subsidiary have filed or will file
within the time prescribed by law all Federal, state, local and foreign tax
returns required to be filed by them. All such returns are true and correct. The
Corporation and the Subsidiary have paid all taxes pursuant to such returns or
pursuant to any assessments received by them or which they are obligated to
withhold from amounts owing to any employee, creditor or third party. There is
not currently pending, nor has the Corporation or the Subsidiary received notice
of, any tax examination, assessment, proposed assessment, claim or proposed
claim for taxes by any taxing authority.
3.9 Compliance with Laws. The Corporation and the Subsidiary are in
compliance in all material respects with the provisions of (a) all applicable
statutes, ordinances, rules, regulations and real property covenants affecting
their properties, employees or operations and (b) orders, judgments, decrees,
rulings, writs, arbitration awards, injunctions and stipulations to which either
of them is a party or by which it is bound. Neither the Corporation nor the
Subsidiary has received any claim, inquiry, summons or notice of violation with
respect to any such provision that has not been resolved or settled. Without
limiting the generality of the foregoing, neither the Corporation nor the
Subsidiary nor any director, officer, employee or agent of, or consultant to,
the Corporation or the Subsidiary, nor any other person authorized to act on
behalf of the Corporation or the Subsidiary, in such capacity has unlawfully (a)
paid or agreed to pay, directly or indirectly, any money or anything of value to
or for the benefit of any person who is or was at the time of such payment or
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agreement, an official, employee or candidate for office of the government of
the United States or any other country, or any state, political subdivision or
agency or instrumentality thereof or (b) participated in or agreed to
participate in, directly or indirectly, domestically or internationally, any
boycott or any practice in restraint of trade, regardless of whether such
boycott or restraint may be lawful or required by the laws of a jurisdiction
other than the United States.
3.10 Authority to Perform Agreement.
(a) The Corporation and the Shareholders (i) have all requisite right,
power, legal capacity and authority to enter into, and perform their
respective obligations under, this Agreement and (ii) have taken all
requisite corporate and other actions necessary to enter into and perform
their respective obligations under this Agreement.
(b) The Purchased Shares are (i) validly issued, fully paid and
nonassessable, (ii) free of any liens or encumbrances and (iii) not subject
to any preemptire rights or any rights of first refusal.
(c) This Agreement has been duly executed and delivered by the
Corporation and each of the Shareholders and constitutes a valid and
binding obligation of the Corporation and each of the Shareholders,
enforceable against each of them in accordance with its terms except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application relating to
or affecting enforcement of creditors' rights.
(d) The execution, delivery and performance of this Agreement by the
Corporation and each of the Shareholders does not (i) violate any provision
of law or any order of any court or other agency of government (ii) require
the consent, approval or authorization of, or filing with, any governmental
authority on the part of the Corporation, or (iii) conflict with, result in
a breach or termination of, constitute (with due notice or lapse of time or
both) a default under, result in the creation of a lien, security interest,
charge or encumbrance upon any of the properties or assets of the
Corporation or the Subsidiary under, or otherwise give any other
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contracting party the legal right to terminate, the Articles of
Incorporation or Bylaws of the Corporation or the Subsidiary or any
indenture, mortgage, lease, contract or other agreement or instrument to
which the Corporation or the Subsidiary is a party or by which it or any of
its properties or assets are bound or affected.
3.11 Completeness of Representations and Warranties. No warranty or
representation made by the Corporation or the Shareholders in this Agreement or
written information set forth in or furnished pursuant to this Agreement
(including, without limitation, the Schedules to this Agreement and other
agreements or instruments provided for or contemplated by this Agreement)
contains any untrue statement of material fact or, as to any representation or
warranty made in this Agreement or in any Schedule, omits to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
3.12 Tangible Properties and Assets.
(a) The December 31, 1989 Financial Statements (as modified by
transactions disclosed in Section 3.5) disclose all real and tangible
personal properties owned or leased by the Corporation or the Subsidiary,
including without limitation equipment, furniture, fixtures and leasehold
improvements.
(b) With respect to all real and tangible personal properties owned or
leased by the Corporation or the Subsidiary that are material to the
operation of the Business: (i) the Corporation or the Subsidiary has good
and marketable title to them, or valid and subsisting leasehold interests
in them, free and clear of liens, encumbrances or security interests except
for those listed on Schedule 3.12 and liens for taxes yet payable; (ii) the
Corporation or the Subsidiary is in possession of them; (iii) they are in
good operating condition and repair (ordinary wear and tear excepted); (iv)
they are usable in the ordinary course of business; (v) they and their use
conform in all material respects to all applicable laws, ordinances and
regulations; and (vi) their use does not violate any Contracts to which the
Corporation or the Subsidiary is a party.
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(c) All inventories of the Corporation and the Subsidiary (i) are in
amounts adequate to fill customer orders in the ordinary course of business
in accordance with the Corporation's normal inventory practices, (ii) are
of a quality usable and salable in the ordinary course, free of any
material defect or deficiency, and (iii) are valued at the lower of cost or
market.
3.13 Intellectual Property.
(a) Schedule 3.13 contains a true and complete list and a brief
description of all computer programs and other software, United States and
foreign patents, patent applications, inventions as to which the
Corporation or the Subsidiary intends to apply for patents, trademarks
(including registered, common law and registration applied for), service
marks (including registered, common law and registration applied for),
trade names and copyrights (including registered, common law and
registration applied for) owned by or otherwise held in the name of the
Corporation or the Subsidiary, or in which the Corporation or the
Subsidiary has an interest, by license or otherwise.
(b) Neither the Corporation nor the Subsidiary has infringed or is
infringing upon, or has engaged in or is engaging in an unauthorized use or
misappropriation of, any computer program, other software, patent,
trademark, service xxxx, trade name, copyright, process, design, invention,
trade secret, know-how or technology owned by or belonging to any other
person or entity. There is no pending, or to the knowledge of the
Corporation or the Shareholders threatened, claim against the Corporation
or the Subsidiary involving such property rights of any other person or
entity. All the items listed in Schedule 3.13 are owned or usable by the
Corporation free from known objection, defect or adverse claim or payments
to any person or entity except under license agreements listed in Schedule
3.13. All patents owned by the Corporation or the Subsidiary are valid.
There are no facts or claims known to the Corporation or the Shareholders
that might bring the validity of any patents owned by or licensed to the
Corporation or the Subsidiary into question.
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3.14 Accounts Receivable. Schedule 3.14 is a summary list of all accounts
and notes receivable of the Corporation and the Subsidiary, together with an
accurate aging of those accounts. Such accounts and notes receivable (a) are
valid and genuine, (b) arose from valid business transactions and (c) are
collectible in their full amounts in the ordinary course of business, except to
the extent reserved against on Schedule 3.14.
3.15 Liabilities. Schedule 3.15 is a true and complete list, in reasonable
detail, of the liabilities of the Corporation and the Subsidiary. Neither the
Corporation nor the Subsidiary has any liability or obligation, absolute or
contingent, which is not shown on Schedule 3.15.
3.16 Contracts.
(a) The term "Contract" means an outstanding written or oral contract,
agreement, arrangement or commitment to which the Corporation or the
Subsidiary is a party or by which either of them is bound, and all
amendments, modifications and supplements thereto.
(b) Schedule 3.16 is a true and complete list of all: (i) Contracts
with suppliers, manufacturers and contractors for products or services
costing $50,000 or more; (ii) Contracts with customers involving payments
of $50,000 or more; (iii) franchise, sales agency, sales representative,
reseller or similar types of Contracts; (iv) loan agreements, guarantees,
mortgages, pledges, security agreements, factoring agreements,
subordination or similar types of Contracts; (v) Contracts for the sale of
any material properties or assets of the Corporation or the Subsidiary;
(vi) employment agreements; and (vii) pension, profit sharing, stock option
or other benefit plans under which any director, officer or employee of the
Corporation or the Subsidiary will or may receive compensation or benefits,
current or deferred.
(c) The Corporation has furnished to the Purchaser a complete and
correct copy of each Contract listed on Schedule 3.16 requested by the
Purchaser.
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(d) With respect to each Contract listed on Schedule 3.16, to the best
knowledge of the Corporation and the Shareholders, (i) it is in full force
and effect, (ii) there is no threatened cancellation, termination or
acceleration of performance of it, or exercise or non-exercise of any
options under it, (iii) there is no outstanding material dispute under it,
and (iv) there is no breach, violation of any material provision, default
or event which, with notice, lapse of time, or both, would become a default
under it.
3.17 Franchises, Permits, Etc. The Corporation and the Subsidiary possess
all government franchises, permits and other authorizations necessary for each
of them to conduct the Business as now conducted. Neither the Corporation nor
the Subsidiary is in default, or has received any notice of or been threatened
with any claim of default, under any such authorization. Neither the Corporation
nor the Subsidiary is a party to or threatened with any proceeding relating to
any such authorization or claimed lack of authorization. Neither the
Corporation's execution and delivery of this Agreement nor its performance of
the transactions contemplated in this Agreement will have any materially adverse
effect upon any such franchise, permit or other authorization.
3.18 Customers and Sales. Schedule 3.18 contains a true and complete list
of the ten customers from whom the Corporation or the Subsidiary collected the
greatest amount of proceeds from transactions during the 12 months ended March
31, 1990, together with summaries of the amounts and nature of the sales or
services to each such customer during that period.
3.19 Insurance. The Corporation and the Subsidiary (a) maintain insurance
policies adequate in coverage and amount to protect against loss or damage to
their. properties and assets, and liabilities for damage or injury to per/sons
and property, (b) have complied with those policies and (c) are not in default
under any of those policies.
3.20 Relationship with Related Parties. Except as set forth on Schedule
3.20, no officer, director, shareholder, employee or agent of the Corporation or
the Subsidiary or spouse, sibling, parent, lineal descendent or affiliate of any
such person (a) owns, directly or indirectly, or has any right in, any property
14
or asset which is utilized or required by the Corporation or the Subsidiary in
connection with the Business, (b) has any other business relationship (as
supplier, customer or otherwise) with the Corporation or the Subsidiary, other
than their relationship as officer, director, shareholder, employee or agent or
(c) is indebted to the Corporation or the Subsidiary or is owed money by the
Corporation or Subsidiary.
3.21 Books, Records and Other Documents. The Corporation's books, records
and other documents accurately and fairly reflect the transactions of, and
dispositions of the properties and assets of, the Corporation and the Subsidiary
and contain no material inaccuracies or omissions.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Corporation and the
Shareholders as of the date of this Agreement as follows:
4.1 Organization. The Purchaser is corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
4.2 Authority to Perform Agreement.
(a) The Purchaser (i) has all requisite right, power, legal capacity
and authority to enter into, and perform its obligations under this
Agreement, and (ii) has taken all requisite corporate and other actions
necessary to enter into and perform its obligations under this Agreement.
(b) The execution, delivery and performance of this Agreement by the
Purchaser does not (i) violate any provision of law or any order of any
court or other agency of government or (ii) require the consent, approval
or authorization of, or filing with, any governmental authority on the part
of the Purchaser.
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Section 5. COVENANTS
5.1 Board Membership. So long as the Purchaser owns at least five percent
of the outstanding shares of common stock of the Corporation, the Purchaser
shall have the right to designate such number of members of the Board of
Directors of the Corporation (the "Board") as is proportionate to its holdings
of the common stock of the Corporation, but not less than one member. The
Shareholders shall vote their shares of capital stock, and the Board shall take
such action, as necessary to appoint or elect to the Board the person or persons
so designated by the Purchaser.
5.2 Use of Proceeds. The Corporation will use the $260,000 received by it
pursuant to the transaction described in Section 1 solely for working capital or
new product development.
5.3 Activities. So long as the Purchaser owns at least five percent of the
outstanding shares of common stock of the Corporation, the Corporation and the
Subsidiary will:
(a) Preserve their corporate existence, conduct the Business and not
do any act in contravention of their Articles of Incorporation or Bylaws;
(b) Promptly pay when due all applicable taxes and other liabilities;
(c) Keep their properties and assets in good operating condition and
repair, except for ordinary wear and tear, and make all necessary or
appropriate replacements, additions and improvements to such properties and
assets;
(d) Comply in all material respects with all applicable laws,
ordinances, rules, regulations and orders of governmental agencies;
(e) Comply with all leases or properties and assets so as to prevent
any loss or forfeiture;
16
(f) Maintain adequate insurance to protect against (i) loss or damage
to their properties and assets by fire and other hazards and (ii)
liabilities for damage to persons and property;
(g) Maintain in effect their licenses, franchises and other rights
necessary to the conduct of the Business;
(h) Keep books and financial records which accurately and fairly
reflect the transactions of the Corporation and the Subsidiary and contain
no inaccuracies or omissions; controls; and
(i) Maintain adequate internal accounting
(j) Furnish to the Purchaser:
(i) Within sixty (60) days after the end of each fiscal year,
balance sheets of the Corporation as of the end of such fiscal year
and statements of revenue and expense and of sources and application
of funds of the Corporation for such year, all prepared in accordance
with generally accepted accounting principles and signed by the
principal financial officer of the Corporation; and
(ii) Within forty-five (45) days after the end of each fiscal
quarter, balance sheets of the Corporation as of the end of such
quarter, and statements of revenue and expense for the quarter and for
the current fiscal year to date, prepared in accordance with generally
accepted accounting principles consistently applied, and signed by the
principal financial officer of the Corporation.
5.4 No Specified Changes. So long as the total of the common stock of the
Corporation owned by the Purchaser and the common stock which is subject to the
Option, if the Option is then outstanding, represents at least 25 percent of the
total common stock of the Corporation then outstanding (assuming Full Dilution),
the Corporation will not, without the prior written consent of the Purchaser,
such consent not to be unreasonably withheld: (a) pay any dividends on, or make
any other distributions with respect to, or redeem or acquire any of its capital
stock; (b) except as provided in Section 5.7, issue any capital stock or other
equity securities, or any options or rights to purchase capital stock or other
17
equity securities; (c) sell, assign or transfer substantially all of its
properties or assets, or any one or more properties or assets necessary in
combination for the Corporation to conduct the Business; (d) make a loan to any
person or entity, except routine advances to employees and similar advances in
the ordinary course of business; (e) guarantee any indebtedness; (f) issue any
bonds, debentures, notes or other debt instruments or make any borrowings; (g)
merge or consolidate with, or enter into a partnership or joint venture with,
any other corporation or entity; (h) grant to any officer or employee whose
total annual compensation (including salary, bonus and other compensation) from
the Corporation is $100,000 or more an increase in such total compensation
exceeding 20 percent in any calendar year; or (i) enter into any other major
agreement or transaction.
5.5 Covenants Not to Compete.
(a) So long as the total of the common stock of the Corporation owned
by the Purchaser and the common stock which is subject to the Option, if
the Option is then outstanding, represents at least 25 percent of the total
common stock of the Corporation then outstanding (assuming Full Dilution),
Story and Xxxxx each agree that, during the period that he is a director,
officer or employee of the Corporation and for two years thereafter, he
will not directly or indirectly engage in (with or without compensation) as
a principal, proprietor, partner, officer, director, employee, agent,
consultant or otherwise, or have an interest in any entity that engages in
a business that competes with the Business of the Corporation in the United
States.
(b) The covenant contained in Section 5.5(a) shall be construed as a
series of separate covenants, one for each state, territory or possession
of the United States. Except for geographic coverage, each such separate
covenant shall be deemed identical in terms to the covenant contained in
Section 5.5(a). If, in any judicial proceeding, a court shall refuse to
enforce any of the separate covenants deemed included in Section 5.5(a),
then the unenforceable covenant shall be deemed eliminated from these
provisions for the purpose of those proceedings to the extent necessary to
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permit the remaining separate covenants to be enforced.
(c) Recognizing that the remedies at law for any breach or threatened
breach of the covenants in Section 5.5(a) may be inadequate, Story and
Xxxxx each agree that, in the event of any breach or threatened breach by
either of them of Section 5.5(a), the Purchaser, in addition to all other
remedies available to it, shall be entitled to enforcement by a court
injunction without the necessity of providing actual damages by reason of
such breach or threatened breach.
5.6 Additional Development Projects.
(a) On or before the first anniversary of the date of this Agreement,
the Purchaser shall identify to the Corporation one or more software
development projects, in addition to the project covered by the Standard C
Development Agreement, for which the Purchaser (or its affiliate) wishes to
enter into an agreement or agreements with the Corporation ("Additional
Development Agreements"). The aggregate consideration payable to the
Corporation under the Standard C Development Agreement and the Additional
Development Agreements shall be approximately $500,000.
(b) The Corporation and the Purchaser (or its affiliate) shall
thereafter negotiate in good faith enter into the Additional Development
Agreements each of which shall in general contain: (i) appropriate
provisions regarding intellectual property developed under such agreement,
including without limitation the grant to the Purchaser (or its affiliate)
of a non-exclusive license to use and relicense such intellectual property
to customers of the Purchaser (or its affiliate) or their intermediates but
not for resale by such customers; (ii) provisions appointing the Purchaser
(or its affiliate) as a sales agent for products and services developed
under such agreement; and (iii) other provisions of the type customarily
contained in agreements of this nature including without limitation
provisions relating to delivery, acceptance, payment, patent indemnity and
liquidated damages.
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(c) The Purchaser has delivered to the Corporation a retainer of
$125,000 against the work to be contracted for pursuant to the Standard C
Development Agreement and the Additional Development Agreements (the
"Retainer"). Twenty-five percent (25%) of the amount of each xxxx rendered
to the Purchaser (or its affiliate) for work done by the Corporation
pursuant to the Standard C Development Agreement and the Additional
Development Agreements shall be charged against the Retainer until the
Retainer has been exhausted.
5.7 Restrictions on Sale or Transfer of Stock by Shareholders and
Corporation.
(a) Except as provided in this Section 5.7, so long as the total of
the common stock of the Corporation owned by the Purchaser and the common
stock which is subject to the Option, if the Option is then outstanding,
represents at least 25 percent of the total common stock of the Corporation
then outstanding (assuming Full Dilution), (i) none of the Shareholders
shall sell or transfer any shares of common stock of the Corporation
("Shares"); and (ii) the Corporation shall not issue any additional Shares.
(b) If one of the Shareholders proposes to sell or transfer any
Shares, or the Corporation proposes to issue any additional Shares (except
Shares necessary to meet its obligations under the options and conversion
privileges listed in Schedule 3.3), such Shareholder or the Corporation, as
the case may be, shall give written notice ("Notice of Share Sale") to the
Purchaser, stating the number of Shares proposed to be sold, transferred or
issued, the proposed price and terms of payment, and the name of the
proposed buyer.
(c) Within 30 days after the date of the Notice of Share Sale, the
Purchaser may elect to purchase all, but not less than all, of the Shares
stated in the Notice of Share Sale at the price and on the terms stated in
the Notice of Share Sale. Such election shall be made by a written notice
sent to the party giving the Notice of Share Sale. If the Purchaser does
not so elect, such party may complete the proposed sale, transfer or
issuance for the price and under the terms described in the Notice of Share
Sale.
20
(d) Payment by the Purchaser for Shares purchased pursuant to an
election under Section 5.7(c) shall be made against delivery of such
Shares, as soon as practicable after the election is made.
(e) A Shareholder may transfer any Shares owned by him to his spouse
or to any lineal descendant without regard to Section 5.7(b), provided that
such transferee agrees to be subject to Section 5.7 as if such transferee
were one of the Shareholders. (f) In the event of the death of a
Shareholder, his duly qualified personal representative, heirs and
distributees shall take and hold any Shares owned by the Shareholder at his
death subject to the provisions of Section 5.7, and any such person shall
be deemed to be a Shareholder for the purposes of Section 5.7.
(g) After the Option Closing Date, if one or more of the Shareholders,
jointly or separately, wish to sell Shares in a transaction which would
result in a majority of the Shares being owned by a single person or entity
(other than Story, Xxxxx or Xxxxx) or any syndicate or affiliated group of
such persons or entities, and the Purchaser has not elected to purchase
such Shares pursuant to Section 5.7(c), then, at the option of the
Purchaser, such Shareholder or Shareholder may make such sale only if the
prospective buyer of such Shares also agrees to buy the Shares then owned
by the Purchaser at the same price per Share and on the same terms as such
buyer buys the Shares of the selling Shareholder or Shareholders.
5.8 Restrictions on Sale or Transfer of Stock by Purchaser.
(a) Except as provided in this Section 5.8, the Purchaser shall not
sell or transfer any Shares.
(b) If the Purchaser proposes to sell or transfer any Shares (other
than to an affiliate or subsidiary of the Purchaser), the Purchaser shall
give a Notice of Share Sale to the Corporation, stating the number of
shares proposed to be sold or transferred, the proposed sale price and
terms of payment and the name of the proposed buyer.
(c) Within 30 days after the date of the Notice of Share Sale, the
Corporation may elect to purchase all, but not less than all, of the shares
stated in the Notice of the Share Sale at the price and on the terms stated
21
in the Notice of the Share Sale. Such election shall be made by written
notice sent to the party giving the Notice of Share Sale. If the
Corporation does not so elect, Purchaser may complete the proposed sale for
the price and under the terms described in the Notice of Share Sale.
5.9 Relationship of Parties. The Corporation and the Shareholders covenant
and agree that: (a) this Agreement shall not (and except as otherwise expressly
provided therein, neither the Standard C Development Agreement not the
Additional Development Agreements shall) constitute the Corporation as a
representative, joint venturer, partner or agent of the Purchaser for any
purpose; (b) without the prior written approval of the Purchaser, the
Corporation shall have no authority to make any contract, agreement, warranty or
representation on behalf of the Purchaser or to create any obligation, express
or implied, on behalf of the Purchaser and shall not hold itself out as having
such authority; (c) the Corporation is, and shall remain, responsible for all
acts, omissions, debts and other obligations and liabilities relating to the
Business; and (d) the Purchaser shall not be liable for any act, omission, debt
or other obligation or liability of the Corporation. For purposes of this
Section 5.9, the term "Purchaser" shall include an affiliate of the Purchaser.
Section 6. INDEMNIFICATION
6.1 Indemnification of the Purchaser. Each of the Shareholders and the
Corporation, jointly and severally, shall indemnify and hold harmless the
Purchaser and each of its affiliates against all loss, liability, damage or
expense (including, without limitation, reasonable attorneys' and accountants'
fees and expenses) incurred or suffered by them arising out of or relating to
(a) any breach of, or failure by the Corporation or the Shareholders to perform
any of, their covenants and obligations under this Agreement or (b) any
inaccuracy or misrepresentation in, or breach of, any of the representations and
warranties made by the Corporation or the Shareholders in this Agreement or in
any related document furnished by any of them pursuant to the Agreement.
22
6.2 Indemnification of the Corporation and the Shareholders. The Purchaser
shall indemnify and hold harmless the Corporation and the Shareholders against
all loss, liability, damage or expense (including, without limitation,
reasonable attorneys' and accountants' fees and expenses) incurred or suffered
by them arising out of or relating to (a) any breach of, or failure by the
Purchaser to perform any of, its covenants and obligations under this Agreement
or (b) any inaccuracy or misrepresentation in, or breach of, any of the
representations and warranties made by the Purchaser in this Agreement or in any
related document furnished by the Purchaser pursuant to the Agreement.
6.3 Limitations. The parties' rights to indemnification under Sections 6.1
and 6.2 shall expire as follows: (a) the rights with respect to inaccuracies or
misrepresentations in, or breaches of, representations and warranties made in
this Agreement or related documents shall expire on the third anniversary of the
date of the Agreement; (b) the rights with respect to inaccuracies or
misrepresentations in, or breaches of, representations and warranties made
pursuant to Section 2.6 as of the Exercise Date shall expire on the third
anniversary of the Option Closing Date; (c) the rights with respect to breaches
of, or failure to perform any of, the covenants and obligations under Section 5
shall continue indefinitely; and (d) the rights with respect to any matter for
which a Notice of Claim has been properly given on or before the date specified
in Section 6.3(a) or 6.3(b) shall continue until such claim is resolved.
6.4 Notice of Claim. Promptly upon obtaining knowledge of any claim, event,
statement of facts or demand which has given rise to, or could reasonably give
rise to, a claim for indemnification under Sections 6.1 or 6.2, the party
seeking indemnification ("Indemnified Party") shall give written notice of such
claim or demand ("Notice of Claim") to each party from which indemnification is
sought ("Indemnifying Party") setting forth (a) the amount of the claim and (b)
in reasonable detail, such information as the Indemnified Party may have with
respect to the claim. No failure or delay by the Indemnified Party in giving a
Notice of Claim shall reduce or otherwise affect the obligation of an
Indemnifying Party to indemnify the Indemnified Party, except to the extent that
23
such failure or delay shall have adversely affected the Indemnifying Party's
ability to defend against, settle or satisfy the claim for which indemnification
is sought.
6.5 Third Party Claims. If the claim or demand in the Notice of Claim is
based upon a claim or demand asserted by a third party ("Third Party Claim"),
the Indemnifying Party shall, within fifteen (15) days after the date of the
Notice of Claim, notify the Indemnified Party in writing whether or not it
elects to defend the Third Party Claim on behalf of the Indemnified Party. If
the Indemnifying Party elects to defend the Third Party Claim, the Indemnified
Party (a) shall make available to the Indemnifying Party and its agents and
representatives all records and other materials reasonably required in the
defense of the Third Party Claim, (b) shall otherwise cooperate with, and assist
the Indemnifying Party in the defense of the Third Party Claim, (c) so long as
the Indemnifying Party is defending the Third Party Claim in good faith, shall
not pay, settle or compromise the Third Party Claim and (d) shall have the right
to participate in such defense at its own expense. If the Indemnifying Party
elects not to defend the Third Party Claim, or is not defending the Third Party
Claim in good faith, the Indemnified Party shall have the right, in addition to
any other right or remedy it may have under this Agreement, to defend the Third
Party Claim at the Indemnifying Party's expense. The Indemnified Party shall not
have any obligation to participate in, the defense of, or defend, any Third
Party Claim. The Indemnified Party's defense of, or participation in the defense
of, any Third Party Claim shall not in any way diminish the indemnification
obligations of the Indemnifying Party under this Section 6.
6.6 Disputed Claims. If the Indemnifying Party does not agree that it is
obligated to indemnify the Indemnified Party with respect to the claim stated in
a Notice of Claim, it shall notify the Indemnified Party of such disagreement by
written notice ("Notice of Disagreement") within thirty (30) days after the date
of the Notice of Claim. The parties shall then negotiate in good faith to
attempt to resolve the disagreement.
24
6.7 Payment. Except for Third Party Claims being defended in good faith,
the Indemnifying Party shall satisfy its obligations under this Section 6 by
payment in cash to the Indemnified Party within thirty (30) days after the date
of Notice of Claim or, if a Notice of Disagreement has been given, within thirty
(30) days after the resolution of such disagreement.
6.8 Other Remedies. The rights of indemnification provided in this Section
6 shall be in addition to any rights or remedies to which a party may be
entitled at law or in equity, including, but not limited to, an action for
damages and/or for specific performance.
Section 7. MISCELLANEOUS
7.1 Construction. All references in this Agreement to the singular shall
include the plural where applicable, and all references to gender shall include
both genders and neuter. In interpreting any provision of this Agreement, no
presumption shall be drawn against the party drafting the provision.
7.2 Survival of Representations and Warranties. The representations,
warranties, covenants, agreements and obligations of the parties contained in or
incurred under this Agreement shall be deemed to be material and to have been
relied upon by the recipient party and shall survive the respective closing,
irrespective of any investigation made by or on behalf of any party. The
statements contained in any certificate or other instrument delivered by or on
behalf of any party under this Agreement shall be deemed representations,
warranties, covenants, agreements or obligations as the case may be, under this
Agreement.
7.3 Expenses. Except as provided in Section 2.6(b), each party shall be
responsible for all expenses (including without limitation, attorneys' and
accountants' fees and expenses) incurred by it in connection with this Agreement
and the transactions contemplated by this Agreement, whether or not any of such
transactions are consummated.
7.4 Benefit. Unless otherwise specified in this Agreement, no person who is
not a party to this Agreement shall have any rights or derive any benefit under
this Agreement.
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7.5 Scope and Modification. This Agreement (together with all Schedules and
Exhibits to it and the documents executed and delivered in connection with it)
constitutes the entire agreement between the parties or their affiliates with
regard to the subject matter of this Agreement (except for the Confidential
Disclosure Agreement between the Corporation and COMSAT dated November 8, 1989)
and supersedes all prior oral or written agreements or understandings of the
parties or their affiliates, except for such Confidential Disclosure Agreement.
No interpretation, modification, termination or waiver of any provision of this
Agreement shall be binding upon a party unless in writing and executed by the
other parties.
7.6 Delays or Omissions Waivers.
(a) No delay or omission to exercise any right, power or remedy of a
party under this Agreement, upon a breach or default of another party under
this Agreement, shall (i) impair any such right, power or remedy or (ii) be
construed to be a waiver of or acquiescence in any such breach or default
or any similar breach or default subsequently occurring.
(b) No modification, waiver, termination, rescission, discharge or
cancellation of any right or claim under this Agreement shall affect the
right of any party to enforce any other claim or right under this
Agreement.
7.7 Successors and Assigns. Except as otherwise expressly provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the successors, assigns, executors and administrators of the
parties.
7.8 Governing Law. This Agreement shall be interpreted in accordance with
and governed by the laws of the State of Delaware, without giving effect to the
doctrine of conflict of laws.
7.9 Notices. Any notice under this Agreement shall be in writing and shall
be delivered by personal service or by certified or registered mail, with
postage prepaid, or by overnight express courier, addressed to a party at the
address below, or at such other address as one party may give notice of to the
other parties.
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(a) If to the Purchaser to:
President
COMSAT Investments, Inc.
000 X'Xxxxxx Xxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
With a copy to:
Xxxxxxx X. Xxxxxxx, Esq.
Vice President and General Counsel
Communications Satellite Corporation
000 X'Xxxxxx Xxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
(b) If to the Shareholders:
Xxxxxx X. Story, Xxxxxx X. Xxxxx
and Xxxxxx X. Xxxxx, Xx.
c/o Marine Management Systems, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
(c) If to the Corporation, to:
Marine Management Systems, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
7.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original document.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.
COMSAT INVESTMENTS, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------
Title: President
----------------------------
MARINE MANAGEMENT SYSTEMS, INC.
By: /s/ Xxxxxx X. Story
-------------------------------
Title: President
----------------------------
SHAREHOLDERS:
/s/ Xxxxxx X. Story
-------------------------------
XXXXXX X. STORY
/s/ Xxxxxx X. Xxxxx
-------------------------------
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx, Xx.
-------------------------------
XXXXXX X. XXXXX, XX.
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