EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement") is made as of ____________ ___,
2001 by and between HOTEL OUTSOURCE SERVICES, INC., a Delaware corporation (the
"Company"), BARTECH MEDITERRANEAN LTD., a corporation organized under the laws
of Israel ("BarMedit"), HILA INTERNATIONAL CORP., a Delaware corporation
("BarMedit Sub") and BARTECH SYSTEMS INTERNATIONAL, INC., a Delaware corporation
("Bartech").
ARTICLE I
AUTHORIZATION AND SALE OF SECURITIES
..1 Authorization.
Before the Closing (as hereinafter defined), the Company will authorize the
sale and issuance to Bartech of an aggregate of 300 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock").
..2 Sale of Shares.
Subject to the terms and conditions of this Agreement, at the Closing,
Bartech agrees to purchase, and the Company agrees to sell and issue to Bartech
the Shares for an aggregate purchase price of $XXXXXX (the "Purchase Price").
ARTICLE II
CLOSING DATES, DELIVERY
..1 Closing Date; Location.
The closing of the purchase by Bartech and the sale by the Company of the
Shares under this Agreement shall be held at the offices of Xxxxx Xxxxx Xxxx
Xxxxxx Xxxxxxx and Xxxxx, P.C., Chrysler Center, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 at 10:00 a.m. on the date of this Agreement (the "Closing"), or at
such time and place upon which the parties hereto shall mutually agree. The date
of the Closing is hereinafter referred to as the "Closing Date."
..2 Closing Deliveries.
At the Closing, (a) the Company will deliver to Bartech a certificate
registered in Bartech's name, representing the Shares, (b) Bartech shall pay the
Purchase Price, and (c) the Company and the other parties hereto shall execute
and deliver to each other, or cause to be executed and delivered to each other,
as applicable, (i) a Stockholders' Agreement, by and among the Company and the
other parties hereto, substantially in the form annexed hereto as Exhibit A (the
"Stockholders' Agreement"), (ii) an Option Agreement, by and between the Company
and Bartech, substantially in the form annexed hereto as Exhibit B (the "Option
Agreement"), (iii) an Option Agreement, by and between BarMedit, BarMedit Sub
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and Bartech, substantially in the form annexed hereto as Exhibit C (the
"Purchase Option Agreement"), and (iv) such other documents and instruments
required to be executed and delivered in connection herewith.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company, BarMedit and BarMedit Sub, jointly and severally, hereby
represent and warrant to Bartech as follows:
..1 Corporate Organization.
The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of its jurisdiction of incorporation. The Company
is a newly formed entity and, except as contemplated by this Agreement and/or
the Transaction Documents (as hereinafter defined), (i) has not engaged in any
business activities of any type of kind whatsoever, (ii) does not own any
properties or assets other than $XXXXX received from BarMedit Sub in
connection with the subscription for 700 shares of the Company's Common Stock,
(iii) has not employed or retained the services of any person other than Xxxxx
Xxxxxx and Xxxxx Xxxxx, and (iv) is not a party to or bound by any contract,
commitment, agreement or understanding (whether written or oral) other than as
relating to the Company's installation of minibars in the Hyatt Regency Hotel in
San Francisco, California.
..2 Authorization.
The Company has full power and authority (i) to execute, deliver and
perform this Agreement and all other documents, instruments and agreements
required to be executed, delivered and performed by it in connection with the
transactions contemplated by this Agreement, including, without limitation, the
Stockholders' Agreement, the Option Agreement, and the Purchase Option
(collectively, the "Transaction Documents"), and (ii) to issue the Shares. All
action on the part of the Company, its officers, directors and stockholders
necessary for the authorization, execution, delivery and performance by the
Company of all its obligations under the Transaction Documents and for the
issuance of the Shares has been taken or will be taken prior to the Closing.
Each of the Transaction Documents, when executed and delivered by the Company
and the other parties thereto will constitute legally binding and valid
obligations of the Company, enforceable in accordance with their respective
terms, except as such enforcement may be limited by applicable bankruptcy,
moratorium, creditors' rights and other similar laws.
..3 Capitalization.
(a) Immediately prior to the Closing, the authorized capital stock of
the Company shall consist of a total of 3,000 shares of Common Stock.
Immediately prior to the Closing there will be no shares of Common Stock
outstanding except for 700 shares of Common Stock issued to BarMedit Sub.
Except as provided in the Transaction Documents, (i) there are no outstanding
warrants, options, conversion or exchange privileges, preemptive rights, or
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other rights or agreements to purchase or otherwise acquire or issue any
securities of the Company, and (ii) there is no agreement or understanding
between any persons and/or entities, which affects or relates to the voting or
giving of written consents with respect to any security or any instrument or
security exercisable or exchangeable for, or convertible into any security of
the Company.
..4 Subsidiaries.
(a) The Company does not own, directly or indirectly, any capital stock
or other equity securities of any other corporation, partnership, limited
liability company, association or other business entity. The Company is not a
participant in any joint venture, partnership or similar arrangement.
..5 Validity of Shares.
The Shares, when issued, sold and delivered in accordance with the terms
and for the consideration expressed in this Agreement, shall be duly and validly
issued (including, without limitation, issued in compliance with applicable
federal and state securities laws, assuming the accuracy of the representations
and warranties of Bartech set forth herein), and free and clear of all liens,
encumbrances and restrictions on transfer of every kind and nature whatsoever,
other than restrictions on transfer imposed on Bartech under applicable state
and federal securities laws and the Transaction Documents. The issuance, sale
and delivery of the Shares is not subject to any preemptive right, right of
first refusal or other similar right in favor of any person.
..6 No Conflict with Other Instruments.
The execution, delivery and performance by the Company of the Transaction
Documents and the consummation of the transactions contemplated thereby will not
result in any violation of, conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice under, with or
without the passage of time or the giving of notice, or both, (i) any provision
of the Company's Certificate of Incorporation or By-laws (each as may have been
amended, supplemented or restated); (ii) any provision of any judgment, writ,
injunction, decree or order to which the Company is a party; or (iii) any law,
statute, rule or regulation applicable to the Company.
..7 Governmental Consents.
No consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or
local governmental authority on the part of the Company is required in
connection with (i) the execution, delivery and performance of the Transaction
Documents, and (ii) the issuance, sale and delivery of the Shares, except for
such filings required pursuant to applicable federal and state securities laws
and blue sky laws, which filings, if any, will be effected by the Company within
the required statutory period.
..8 No Defaults or Violations.
The Company is not in violation of, in conflict with, in breach of or in
default under any term or provision of, and no right of any party to accelerate,
terminate, modify or cancel has come into existence under, (i) its Certificate
of Incorporation or By-laws (each as may have been amended, supplemented or
restated), (ii) any provision of any judgment, writ, injunction, decree or order
to which the Company is a party; or (iii) any law, statute, rule or regulation
applicable to the Company.
..9 Private Offering.
Subject to the truth and accuracy of Bartech's representations set forth in
Article IV of this Agreement, the offer, sale and issuance of the Shares, as
contemplated by this Agreement will be made in reliance on one or more
exemptions from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and the qualification or registration
requirements of applicable blue sky laws.
..10 Litigation.
There is no action, suit, proceeding or investigation pending or, to the
best knowledge of the Company, BarMedit and BarMedit Sub, currently threatened
against the Company that questions the validity of the Transaction Documents or
the right of the Company to enter into any of such agreements or to consummate
the transactions contemplated hereby and thereby. There is no action, suit,
proceeding or investigation pending or, to the best knowledge of the Company,
BarMedit and BarMedit Sub, currently threatened against the Company, before any
court or by or before any governmental body or any arbitration board or
tribunal, nor is there any judgment, decree, injunction or order of any court,
governmental department, commission, agency, instrumentality or arbitrator
against the Company. The Company is not a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality. There is no action, suit, proceeding or investigation
by the Company currently pending or which the Company intends to initiate.
..11 Brokers' Fees and Commissions.
Neither the Company nor any of its officers, directors, employees,
stockholders, agents or representatives has employed any investment banker,
broker, or finder in connection with the transactions contemplated by the
Transaction Documents.
..12 Full Disclosure.
The Company has fully provided or made available to Bartech all the
information that Bartech has requested for deciding whether to purchase the
Shares and all information which the Company believes is reasonably necessary to
enable Bartech to make such decision. The information so provided to Bartech by
the Company does not contain any untrue statement of a material fact or omit any
material fact necessary to make the statements contained therein or herein in
view of the circumstances under which they were made not misleading.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BARTECH
Bartech hereby represents and warrants to the Company with respect to the
purchase of the Shares by it as of the date of this Agreement as follows:
..1 Experience.
Bartech has such knowledge and experience in financial, tax, and business
matters so as to enable Bartech to evaluate the risks and merits of an
investment in the Common Stock.
..2 Investment.
Bartech is acquiring the Shares for investment for Bartech's own account,
not as a nominee or agent, and not with the view to, or for resale in connection
with, any distribution thereof, nor with any present intention of distributing
or selling such Shares. Bartech is aware of the limits on resale imposed by
virtue of the transaction contemplated by this Agreement and is aware that the
certificates representing the Shares will bear restricted legends.
..3 No Public Market.
Bartech understands that no public market now exists for any of the
securities issued by the Company and that there is no assurance that a public
market will ever exist for the Shares.
..4 Risk of Loss.
Bartech is financially able to bear the economic risk of an investment in
the Shares, including a total loss of investment. Bartech has adequate means of
providing for its current needs and has no need for liquidity in its investment
in the Company and has no reason to anticipate any material change in its
financial condition in the foreseeable future. Bartech understands that neither
the U.S. Securities and Exchange Commission nor any other U.S. federal or state
agency has reviewed the proposed offering of the Shares or made any finding or
determination of fairness of the offering of the Shares or any recommendation or
endorsement of such investment.
..5 No Advertising.
Bartech acknowledges that it has not received any information regarding the
offering of the Shares or any invitation to attend any seminar or meeting held
by the Company, through any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over television or radio.
..6 Governmental Consents.
No consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or
local governmental authority on the part of Bartech is required in connection
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with (i) the execution, delivery and performance of the Transaction Documents,
(ii) the purchase of the Shares, and (iii) the consummation by Bartech of the
transactions contemplated by the Transaction Documents.
..7 Broker's Fees and Commissions.
Neither Bartech nor any of Bartech's officers, directors, employees,
stockholders, agents or representatives has employed any investment banker,
broker, or finder in connection with the transactions contemplated by the
Transaction Documents.
ARTICLE V
CONDITIONS TO CLOSING OF THE COMPANY
The Company's obligation to issue the Shares to Bartech at the Closing is,
at the option of the Company, subject to the fulfillment or waiver as of the
Closing Date of the following conditions:
..1 Correct Representations and Warranties.
The representations and warranties made by Bartech in Article IV shall be
true and correct in all material respects when made, and 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 and as of said date.
..2 Covenants.
All covenants, agreements and conditions contained in this Agreement to be
performed by Bartech on or prior to the Closing Date shall have been performed
or complied with in all material respects.
..3 Delivery of Purchase Price.
The Company shall receive, by wire transfer of immediately available funds
to an account designated in writing by the Company at least three business days
prior to the Closing Date, or by bank or certified check, the Purchase Price.
ARTICLE VI
CONDITIONS TO CLOSING OF BARTECH
Bartech's obligation to purchase the Shares at the Closing is, at the
option of Bartech, subject to the fulfillment or waiver as of the Closing Date
of the following conditions:
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..1 Correct Representations and Warranties.
The representations and warranties made by the Company in Article III shall
be true and correct in all material respects when made, and 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 and as of said date.
..2 Covenants.
All covenants, agreements and conditions contained in this Agreement to be
performed by the Company on or prior to the Closing Date shall have been
performed or complied with in all material respects.
..3 Compliance Certificate.
If the Closing Date is not the date of this Agreement, the Company shall
have delivered to Bartech a certificate of the Company, executed by an executive
officer of Bartech, dated the Closing Date, and certifying to the fulfillment of
the conditions specified in Sections 6.1 and 6.2 of this Agreement.
..4 Share Certificates.
The Company shall have executed and delivered to Bartech one or more
certificates representing the Shares, registered in the name of Bartech.
..5 Debt Financing.
The Company shall obtain, through the efforts of BarMedit and/or BarMedit
Sub, a credit line or loan in an amount at least equal to 50% of the estimated
costs of installing minibars in the Hyatt Regency Hotel in San Francisco,
California. Such credit line or loan shall be made by a lender and on terms
both reasonably satisfactory to Bartech and shall either be closed prior to the
Closing or shall be evidenced by a commitment letter reasonably satisfactory to
Bartech.
ARTICLE VII
INDEMNIFICATION
..1 Indemnification Obligations of the Company, BarMedit and BarMedit Sub.
Each of the Company, BarMedit and BarMedit Sub, jointly and severally,
agrees to and will indemnify, defend and hold Bartech (including for purposes of
this Article VII, each officer, director, employee, stockholder, agent and
representative of Bartech) harmless from and against all demands, claims,
actions or causes of action, assessments, losses, damages, liabilities, costs
and expenses, including, without limitation, interest, penalties and reasonable
attorneys' fees and expenses (hereinafter collectively referred to as
"Damages"), imposed upon or incurred by Bartech by reason of or resulting from
or arising out of a breach of any representation, warranty, covenant or
agreement of them contained in any Transaction Document.
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..2 Notification of Claims.
Any party entitled to indemnification pursuant to Section 7.1 hereof (each,
an "Indemnified Party") shall (i) provide the Company, BarMedit and BarMedit Sub
with prompt notice of all third party actions, suits, proceedings, claims,
demands or assessments subject to the indemnification provisions of this Article
VII (collectively, "Third Party Claims") brought at any time following the
Closing Date, and (ii) provide the Company, BarMedit and BarMedit Sub with
notice of all other claims or demands for indemnification pursuant to the
provisions of this Article VII; provided, however, that the failure to provide
timely notice shall not affect the indemnification obligations of the Company,
BarMedit or BarMedit Sub except to the extent they shall have been materially
prejudiced as a result of such failure. In the case of a Third Party Claim, the
Indemnified Party shall make available to the Company, BarMedit and BarMedit Sub
all relevant information material to the defense of such claim. The Company
shall have the right to control the defense of all Third Party Claims with
counsel reasonably acceptable to the Indemnified Party, subject to the
Indemnified Party's right to participate in the defense; provided, that the
Indemnified Party may control such defense at the Company's expense in the event
(i) of a failure by the Company to assume control of the defense of any Third
Party Claim within five days after the Company is notified of such Third Party
Claim, (ii) that the defense of the Indemnified Party by the Company would be
inappropriate due to actual or potential conflicts of interest between such
Indemnified Party and any other party represented by such counsel in such
proceeding, or (c) the actual or potential defendants in, or targets of, any
such action include both the Indemnified Party and the Company, and the
Indemnified Party reasonably determines that there may be legal defenses
available to such Indemnified Party which are different from or in addition to
those available to the Company. Notwithstanding any assumption of such defense
and without limiting the indemnification obligations provided for under this
Article VII, the Indemnified Party shall have the right to elect to join or
participate in the defense of any Third Party Claim (at its sole expense if the
Company is permitted to assume and continue control of the defense and has
elected to do so and otherwise at the expense of the Company), and no claim
shall be settled or compromised without the consent of the Indemnified Party,
which consent shall not be unreasonably withheld or delayed.
ARTICLE VIII
MISCELLANEOUS
..1 Governing Law; Jurisdiction.
This Agreement shall be governed in all respects by the laws of the State
of New York without giving effect to the conflicts of laws principles thereof.
All suits, actions or proceedings arising out of, or in connection with, this
Agreement or the transactions contemplated by this Agreement shall be brought in
any court of competent subject matter jurisdiction sitting in New York County,
New York. Each of the parties hereto by execution and delivery of this
Agreement, expressly and irrevocably (i) consents and submits to the exclusive
personal jurisdiction of any such courts in any such action or proceeding; (ii)
consents to the service of any complaint, summons, notice or other process
relating to any such action or proceeding by delivery thereof to such party as
set forth in Section 8.5 hereof; and (iii) waives any claim or defense in any
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such action or proceeding based on any alleged lack of personal jurisdiction,
improper venue, forum non conveniens or any similar basis.
..2 Survival.
The representations, warranties, covenants and agreements made in this
Agreement shall survive the Closing indefinitely until, by their respective
terms, they are not longer operative and shall in no way be affected by any
investigation of the subject matter hereof made by or on behalf of Bartech.
..3 Successors and Assigns.
The provisions of this Agreement shall inure to the benefit of, and be
binding upon, the permitted successors and assigns of the parties to this
Agreement, except that none of the Company, BarMedit or BarMedit Sub may assign
this Agreement without the written consent of Bartech.
..4 Entire Agreement; Amendment.
This Agreement and the other documents delivered pursuant to this Agreement
at the Closing constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof and thereof and
supersede all prior agreements and merge all prior discussions, negotiations,
proposals and offers (written or oral) between them, and no party shall be
liable or bound to any other party in any manner by any representations,
warranties, covenants or agreements except as specifically set forth herein or
therein. Except as expressly provided in this Agreement, neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated other than
by a written instrument signed by the party against whom enforcement of any such
amendment, waiver, discharge or termination is sought.
..5 Notices, etc.
All notices and other communications required or permitted under this
Agreement shall be sent by registered or certified mail, postage prepaid,
overnight courier, confirmed telex or facsimile transmission or otherwise
delivered by hand or by messenger, addressed to the parties as follows (or at
such other address as any such party shall have furnished to the other parties
hereto in writing):
If to the Company: With a Copy to:
Hotel Outsource Services, Inc. ________________________________
00 Xxxx Xxxxxx, Xxxxx 00X ________________________________
Xxx Xxxx, Xxx Xxxx 00000 ________________________________
Attention: Xxxxx Xxxxxx Attention:______________________
Facsimile: 011-9723-516-8577 Facsimile:______________________
If to BarMedit: With a Copy to:
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Bartech Mediterranean Ltd.
Xxxxx Xxxxx Xxxxxxxx
Xxxxxxx 00
Xxx-Xxxx 00000 ________________________________
Israel ________________________________
Attention: Xxxxx Xxxxxx ________________________________
Facsimile: 011-9723-516-8577 Attention:______________________
Facsimile:______________________
If to BarMedit: With a Copy to:
Hila International Corp. ________________________________
00 Xxxx Xxxxxx, Xxxxx 0000 ________________________________
Xxx Xxxx, Xxx Xxxx 00000 ________________________________
Attention: Xxxxx Xxxxxx Attention:______________________
Facsimile: 011-9723-516-8577 Facsimile:______________________
If to BarMedit: With a Copy to:
Bartech Systems International, Inc. Xxxxx Xxxxx Xxxx Xxxxxx Xxxxxxx
000 Xxxxxxx Xxxx, Xxxxx X and Popeo
Xxxxxxxxxxxx, Xxxxxxxx 00000 P.C.666 Third Avenue
Attention: Xxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000 Attention: Xxxxxxx X. Xxxx, Esq.
Facsimile: (000) 000-0000
Each such notice or other communication shall for all purposes of this Agreement
be treated as effective or having been given (i) when delivered if delivered
personally, (ii) if sent by registered or certified mail, at the earlier of its
receipt or three business days after registration or certification thereof,
(iii) if sent by overnight courier, on the next business day after the same has
been deposited with a nationally recognized courier service, or (iv) when sent
by confirmed telex or facsimile, on the day sent (if a business day) if sent
during normal business hours of the recipient, and if not, then on the next
business day.
..6 Delays or Omissions.
Except as expressly provided in this Agreement, no delay or omission to
exercise any right, power or remedy accruing to the Company or any other parties
hereto or their respective successors or assigns, upon any breach or default by
another party hereto under this Agreement shall impair any such right, power or
remedy of the Company or such other party or their respective successors or
assigns, as the case may be, nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of a waiver of or
acquiescence in any similar breach or default thereafter occurring; nor shall
any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring; provided, however, that
this Section 8.6 shall not be interpreted to extend the date or time for any
right, privilege or option beyond that expressly set forth elsewhere in this
Agreement. Any waiver, permit, consent or approval of any kind or character on
the part of any holder of any breach or default under this Agreement, or any
waiver on the part of any holder of any provisions or conditions of this
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Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any holder shall be cumulative and
not alternative.
..7 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be enforceable against the parties actually executing such counterparts,
and all of which together shall constitute one instrument. This Agreement may be
delivered by facsimile, and facsimile signatures shall be treated as original
signatures for all applicable purposes.
..8 Severability.
In the event that any provision of this Agreement becomes or is declared by
a court of competent jurisdiction to be illegal, unenforceable or void, this
Agreement shall continue in full force and effect without said provision;
provided that no such severability shall be effective if it materially changes
the economic benefit of this Agreement to any party.
..9 Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience
only and are not considered in construing or interpreting this Agreement.
..10 Knowledge.
The term "knowledge," when used in this Agreement, means actual knowledge
after reasonable investigation. For purposes of this definition, "reasonable
investigation" shall include inquiry of the directors and officers of the
Company and, for each of the representations and warranties qualified by
"knowledge," the employees of the Company responsible for the matters described
in such representation and warranty.
..11 No Third Party Beneficiaries.
This Agreement shall not confer any rights or remedies upon any person
other than the parties hereto, their permitted successors and assigns, and as
expressly provided for in Article VII of this Agreement.
..12 Confidentiality of Agreement, Press Releases and Public Announcements.
Except as set forth below, the parties shall, and shall cause their
officers, directors, employees, stockholders, agents and representatives to
treat and hold as confidential the existence and terms of this Agreement at all
times. No party shall issue any press release or make any public announcement
relating to the subject matter of this Agreement without the prior written
approval of the other parties; provided, however, that any party may make any
public or other disclosure it believes in good faith is required by applicable
law (including applicable securities laws) or any listing or trading agreement
concerning its publicly-traded securities to make such disclosure (in which case
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the disclosing party will use its reasonable efforts to advise the other parties
in writing prior to making the disclosure).
..13 Construction.
The parties have participated jointly in the negotiation and drafting of
this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local or foreign statute or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder and any applicable common law, unless the context requires otherwise.
The word "including" shall mean including without limitation and is used in an
illustrative sense rather than a limiting sense. Terms used with initial capital
letters will have the meanings specified, applicable to singular and plural
forms, for all purposes of this Agreement. Reference to any gender will be
deemed to include all genders and the neutral form.
..14 Incorporation of Exhibits, Annexes and Schedules.
The Exhibits, Annexes and Schedules, if any, identified in this Agreement
are incorporated herein by reference and made a part hereof.
..15 Further Assurances.
(a) The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as they other party may
reasonable request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.
(b) {Signature Page Follows.}
(c)
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The foregoing STOCK PURCHASE AGREEMENT is hereby executed as of the date
first above written.
HOTEL OUTSOURCE SERVICES, INC.
/s/ Xxxxx Xxxxxx and Xxxxx Xxxxx
By:_____________________________
Name: Xxxxx Xxxxxx and Xxxxx Xxxxx
Title: CEO COO
BARTECH MEDITERRANEAN LTD.
/s/ Xxxxx Xxxxxx and Xxxxx Xxxxx
By:_____________________________
Name: Xxxxx Xxxxxx and Xxxxx Xxxxx
Title: Director General Manager
HILA INTERNATIONAL CORP.
/s/ Xxxxx Xxxxxx and Xxxxx Xxxxx
By:_____________________________
Name: Xxxxx Xxxxxx and Xxxxx Xxxxx
Title: Director General Manager
BARTECH SYSTEMS INTERNATIONAL, INC.
/s/ Xxxxxx Xxxxx
By:_____________________________
Name: Xxxxxx Xxxxx
Title: President and CEO
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