Exhibit 10.09
ASSET PURCHASE AGREEMENT
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THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated the 17th day of
April, 1997, is by and among PR INDUSTRIES, INC., a Minnesota corporation with
offices located at 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxx 00000 (the "Seller"),
XXXXXX XXXXXX, residing at 0000 Xxxxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000,
XXXXXXX XXXXXX, residing at 00000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx 00000,
(the latter two individuals herein being referred to as "Robins"), EASTCO GLOVE
TECHNOLOGIES, INC., a Minnesota corporation with offices at 000 Xxxx 00xx
Xxxxxx, Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 (the "Purchaser") and EASTCO
INDUSTRIAL SAFETY CORP., a New York corporation with offices at 000 Xxxx 00xx
Xxxxxx, Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000 ("Eastco").
WHEREAS, the Seller owns and operates an industrial knitting and knit glove
screen coating business located at 0000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxx, and;
WHEREAS, Robins are the owners of all of the outstanding shares of the
common stock of the Seller, and;
WHEREAS, the Seller desires to sell certain machinery and equipment and
inventory, which it owns, to the Purchaser; and
WHEREAS, the Seller and Robins have agreed to enter into certain
restrictive covenant agreements, not to engage in the industrial knitting and
knit glove screen coating business and not to disclose the customer lists and
trade secrets of such business which said agreements are a condition of this
Agreement; and
WHEREAS, the parties desire to set forth the terms and conditions of this
Agreement.
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises
contained herein, hereby agree as follows:
ARTICLE 1
SALE AND PURCHASE OF ASSETS
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1.01 The Seller shall sell to the Purchaser all of that machinery and
equipment ("Machinery and Equipment") specified on Exhibit "1" annexed hereto
and such inventory (the "Inventory") of Seller that Purchaser determines to
purchase. Purchase shall make the determination of Inventory that it desires
to purchase immediately prior to the closing. The Machinery and Equipment to
be purchased and the Inventory are herein referred to as the "Assets".
ARTICLE 2
CLOSING
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2.01 Closing Date and Place. The closing of the transactions contemplated
hereunder (the "Closing") shall take place on or about April 17, 1997 (the
"Closing Date") at the offices of Hessian, XxXxxx & Xxxxxxxxx at 4700 IDS
Center, 00 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx at 10:30 a.m. local time
(unless such other place is mutually agreed upon).
2.02 Purchase Price. In consideration of the sale of the Assets to the
Purchaser, and in reliance upon the representations, warranties, covenants, and
agreements made herein by the Seller and Robins, Eastco shall:
2.01.01 Satisfy all liens and encumbrances on the Assets in an
amount not to exceed $500,000 which shall be paid by Seller to the lien holders
on the Closing Date.
2.02.02 Payment for the Inventory to be purchased shall be based
upon the cost of each item or market price, whichever is lower. The
determination of Inventory to be purchased at the Closing shall be made solely
by Eastco who shall be entitled to purchase all of Seller's inventory, any part
of same or no inventory.
ARTICLE 3
SELLER AND ROBINS REPRESENTATIONS AND WARRANTIES
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Seller and Robins hereby represent and warrant to Purchaser and Eastco as
follows, which representations and warranties are true as of the date hereof,
shall be true as of the Closing and which shall survive the Closing:
3.01 Organization and Authority. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Minnesota
with full corporate power and authority to own, lease and operate its properties
and to carry on its businesses as currently conducted.
3.02 Affiliated Entities. Except as set forth in Section 3.02 of the
Disclosure Schedule, Seller does not own, directly or indirectly, any capital
stock or other securities of any corporation, limited liability company,
partnership, foreign company or other entity (herein an "Entity"), or has any
direct or indirect equity or ownership interest in any Entity. (The Disclosure
Schedule is annexed hereto and is made part of this Agreement.)
3.03 Capitalization. The authorized capital stock of Seller consists of
2,000 shares of Common Stock, of which 1,000 shares are issued and outstanding
as of the date hereof, and are owned as set forth in Section 3.03 of the
Disclosure Schedule, free and clear of any lien, security interest, pledge,
charge or encumbrance.
3.04 Authority. Seller has full power and authority to enter into this
Agreement and any other document executed and delivered by it in accordance with
the terms of this Agreement and to carry out all of its duties and obligations
hereunder.
3.05 No Conflicts. Except as disclosed in Section 3.05 of the Disclosure
Schedule, neither the execution and delivery of this Agreement or any other
document in accordance with this Agreement, nor the consummation of the
transactions provided for herein and therein, nor compliance with any of the
provisions hereof or thereof, will (a) violate, conflict with, or result in a
breach of any provisions of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result
in the termination of, or accelerate the performance required by, or result in
a right of termination or acceleration, the loss of a material benefit or the
creation of any lien, claim, security interest, charge or encumbrance upon any
of the properties or assets of the Seller under any of the terms, conditions or
provisions of Seller's certificate of incorporation or by-laws, any note, bond,
mortgage, indenture, deed of trust or other financing document, or any license,
permit, lease or other agreement, instrument or obligation to which the Seller
is a party, or by which it is bound or any of its properties or assets may be
subject, or (b) violate any judgment, ruling, order, writ, injunction or decree
in effect as of the date hereof or any statute, rule or regulation applicable
to the Seller or any of its assets.
3.06 Liabilities. Except as disclosed in Section 3.06 of the Disclosure
Schedule, the Seller does not have any liabilities or obligations due or to
become due, whether absolute, accrued, contingent or otherwise, and there are
no claims or causes of action (including those relating to employee benefit
plans, as defined in Section 3(3) of ERISA, presently maintained or formerly
maintained by the Seller), that have been or are likely to be asserted against
the Seller, except for normal and recurring current liabilities incurred in the
ordinary and usual course of business of the Seller consistent with past
practices (the "Ordinary Course") and except for such other liabilities and
obligations as are not, in the aggregate, likely to have an adverse effect.
Seller shall not be rendered insolvent as a result of this transaction. Section
3.06 of the Disclosure Schedule sets forth a schedule of all of the liabilities
of the Seller as of the date hereof. Purchaser shall not be obligated for any
taxes of any type, sales taxes or the claim of any creditor of Seller, Robins
or anyone else as a result of this transaction.
3.07 Compliance with Laws. To the best of Seller's and Robins' knowledge
after due inquiry, except as Disclosed in Section 3.07 of the Disclosure
Schedule, the Seller has previously conducted and is currently conducting its
business in compliance with all applicable laws, rules, regulations and
requirements of each jurisdiction in which any such business is carried on,
except for failures to comply which individually or in the aggregate have not
had and are not reasonably likely to have an adverse effect. No changes would
be required in the processes, properties, practices or procedures of the Seller
in order to comply with such laws, rules, regulations and requirements, and the
Seller and Robins have not received any notice or communication of any non-
compliance with such laws, rules, regulations and requirements that has not been
cured.
3.08 Assets and Title to Properties. Except as set forth in Section 3.08
of the Disclosure Schedule, Seller has good and marketable title to or a valid,
binding and enforceable leasehold interest in all of its respective properties
and assets, real, personal and mixed, tangible and intangible, including the
Assets, free and clear of all mortgages, liens, claims, pledges, charges,
encumbrances or title defects of a material nature and which are in good usable
condition. No past or present creditor of Seller or Protective Knitting Inc.
or Robins shall have any claim against the Assets or the Purchaser or Eastco
with respect to the sale of the Assets to the Purchaser. The Assets shall be
delivered to the Purchaser in good working and operating condition, free of any
defects and the inventory in good saleable condition and are all located at 0000
Xxxxxx Xxxx, Xxxxxx, Xxxxxxxxx. Seller has not been known by any other name
during the last five years other than PR Industries Inc.
3.09 Litigation and Proceedings. Except as set forth in Section 3.09 of
the Disclosure Schedule, (a) no claim, action, suit, arbitration, proceeding or
governmental investigation or inquiry is pending or is threatened against or
affecting the Seller or its respective assets, and (b) no claim, action, suit,
arbitration proceeding or governmental investigation or inquiry has had or is
reasonably likely to have a Material Adverse Effect. As used herein, "Material
Adverse Effect" means a material adverse effect on the business condition,
financial or otherwise, results of operations or prospects of Seller taken as
a whole. The Seller and Robins are not a party to or is it bound by any order,
judgment, decree, injunction or ruling of any court or any governmental or
administrative department, commission, agency or instrumentality, any arbitrator
or any other Person that has had or is reasonably likely to have a Material
Adverse Effect. Protective Knitting, Inc. ("PKI") and Seller are in compliance
with the agreement dated July 18, 1996 among Xxxxxxxx Industries, Inc., PKI and
Seller, and have violated none of its terms.
3.10 Interested Transactions. Except as set forth in Section 3.10 of the
Disclosure Schedule, no director or officer of the Seller and no shareholder
therein (a) owns, directly or indirectly, any interest in, or is a director,
officer, substantial stockholder or employee of, or consultant to, any
competitor, lessor, sublessee, supplier, customer or distributor of the Seller
or is in any other way associated with or involved in any businesses conducted
by the Seller other than in such capacity as a director, officer or shareholder
of the Seller, (b) owns, directly or indirectly, in whole or in part, any
property, asset or right, tangible or intangible, which is associated with any
property, asset or right owned by the Seller or which the Seller is presently
operating or using or the use of which is presently contemplated for their
business, or (c) is an official or employee of, or is otherwise connected with,
any labor organization having dealings with the Seller.
3.11 Brokers and Finders. Neither the Seller, nor any of Seller's
officers, directors, shareholders or employees has employed any broker, finder
or financial advisor or incurred any liability for any financial advisory fees,
brokerage fees, commissions or finders' fees, and no other broker or finder has
acted for Seller, directly or indirectly, in connection with this Agreement or
the transactions provided for herein.
3.12 No Misleading Statement, Omission or Other Information. To the best
of Seller's and Robins' knowledge after due inquiry, there is no material fact
relevant to the assets, liabilities, business or future business prospects of
the Seller, which has not been set forth or described in this Agreement or the
Disclosure Schedule, the nondisclosure of which would have an adverse effect on
the Seller's business or could result in liability to the Purchaser. None of
the information included in this Agreement and the Disclosure Schedule or other
documents furnished or to be furnished by the Seller and Robins contains any
untrue statement of a material nature or is misleading an any material resect
or omits to state any material fact necessary in order to make any of the
statements herein or therein not material misleading.
ARTICLE 4
EASTCO's and PURCHASER'S REPRESENTATIONS AND WARRANTIES
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Eastco and Purchaser hereby represents and warrants to Seller as follows,
which representations and warranties are true as of the date hereof, shall be
true as of the Closing and which shall survive the Closing:
4.01 Organization and Authority. Eastco is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York
with full power and authority to own, lease and operate its property and to
carry on its business as now being conducted. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Minnesota with full power and authority to own, lease and operate its property
and to carry on its business as now being conducted.
4.02 Authorization. Eastco and Purchaser have full corporate power and
authority to enter into this Agreement and to carry out their obligations
hereunder. The execution and delivery of this Agreement and the consummation
of the transactions provided for herein have been duly authorized by the Board
of Directors of the Purchaser and Eastco, and no other corporate proceedings on
the part of Eastco and Purchaser is necessary to authorize this Agreement and
the transactions provided for herein. This Agreement has been duly executed and
delivered by Eastco and Purchaser and is a legal, valid and binding obligation
of the Purchaser, enforceable against Eastco and Purchaser in accordance with
its terms, subject to the qualification, however, that enforcement of the rights
and remedies created hereby is subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general application
relating to or affecting creditors' rights and to general equity principles.
4.03 No Violations. Neither the execution and delivery of this Agreement
by Eastco and Purchaser, nor the consummation of the transactions provided for
herein, nor compliance by Eastco and Purchaser with any of the provisions hereof
will (a) violate, conflict with, or result in a breach of any provisions of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or
accelerate the performance required by, or result in a right of termination or
acceleration, or the creation of any lien, claim, security interest, charge or
encumbrance upon any of the properties or assets of Eastco and Purchaser, under
any of the terms, conditions or provisions of (1) their certificate of
incorporation or by-laws, (2) any note, bond, mortgage, indenture, deed of trust
or other financing document, or (3) any license, permit, lease, agreement or
other instrument or obligation to which Eastco and Purchaser is a party, or by
which either of them is bound or any of their properties or assets may be
subject, or (b) violate any judgment, ruling, order, writ, injunction or decree
in effect as of the date hereof or any statute, rule or regulation, applicable
to Eastco and Purchaser or any of their assets.
4.05 Brokers and Finders. Neither the Purchaser nor Eastco nor any of
Purchaser's or Eastco's officers, directors, shareholders or employees has
employed any broker, finder or financial advisor or incurred any liability for
any financial advisory fees, brokerage fees, commissions or finders' fees, and
no other broker or finder has acted for Eastco or Purchaser, directly or
indirectly, in connection with this Agreement or the transactions provided for
herein.
ARTICLE 5
CONDITIONS PRECEDENT TO THE CLOSING
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5.01 Conditions to Obligations of the Seller. The obligation of the Seller
to effect the Closing shall be subject to the fulfillment, at or prior to the
Closing Date, of each of the following conditions:
5.01.01 Representations and Warranties of Purchaser and Eastco. The
representations and warranties of Purchaser and Eastco set forth in Article 4
shall be true and correct in all material respects as of the date of this
Agreement and as of the Closing Date, as though made at and as of the Closing,
except as otherwise contemplated in this Agreement, and the Seller shall have
received a Purchaser and Eastco Closing Certificate to that effect. As used
herein, "Purchaser and Eastco Closing Certificate" means a certificate in form
and substance reasonably satisfactory to Seller, dated the Closing Date, and
signed by the Purchaser and Eastco.
5.01.02 Purchaser's Deliveries. At Closing there shall be delivered
to Seller the following:
(a) employment contract with Xxxxxx Xxxxxx duly executed
in the form annexed hereto as Exhibit "2";
(b) employment and consulting agreement with Xxxxxxx
Xxxxxx in the form annexed hereto as Exhibit "3";
(c) Stock Exchange Agreement between Purchaser, Eastco and
Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx in the form annexed
hereto as Exhibit "4";
(d) non-compete agreement with Xxxxxx Xxxxxx in the form
annexed hereto as Exhibit "5";
(e) non-compete agreement with Xxxxxxx Xxxxxx in the form
annexed hereto as Exhibit "6";
(f) non-compete agreement with Seller in the form annexed
hereto as Exhibit "7";
(g) lease between Purchaser and Seller in the form annexed
hereto as Exhibit "8".
(h) certified resolutions of the Purchaser and Eastco
authorizing the execution, delivery and consummation
by Purchaser and Eastco, respectively, of this
Agreement.
5.01.05 Opinion of Purchaser's Counsel. At the Closing, Seller
shall receive a signed opinion of Purchaser's Counsel, dated the Closing Date
and in the form of Exhibit "9" hereto.
5.02 Conditions to Obligations of Purchaser and Eastco. The obligations
of Purchaser and Eastco to effect the Closing shall be subject to the
fulfillment, at or prior to the Closing Date, of each of the following
conditions:
5.02.01 Representations and Warranties. The representations and
warranties of Seller and Robins set forth in Article 3 shall be true and correct
in all material respects as of the date of this Agreement and as of the Closing,
as though made at and as of the Closing Date, except as otherwise contemplated
in this Agreement, and Purchaser shall have received a Seller Closing
Certificate to that effect. As used herein, "Seller Closing Certificate" means
a certificate in form and substance reasonably satisfactory to Purchaser, dated
the Closing Date.
5.02.02 Satisfaction of All Outstanding Liens and Encumbrances. At
the Closing, and subject to Section 2.02.01 the Seller and Robins shall have
arranged for all liens and encumbrances on the Assets to be paid in full and to
pay all accounts payable of Seller.
5.02.03 Seller's Deliveries. At Closing there shall be delivered
to Purchaser the following:
(a) certificate of good standing of Seller;
(b) Certified copies of the certificate of incorporation
and by-laws of the Seller;
(c) employment contract with Xxxxxx Xxxxxx duly executed
in the form annexed hereto as Exhibit "2";
(d) employment and consulting agreement with Xxxxxxx
Xxxxxx in the form annexed hereto as Exhibit "3";
(e) stock exchange agreement between Purchaser, Eastco and
Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx in the form annexed
hereto as Exhibit "4";
(f) non-compete agreement with Xxxxxx Xxxxxx in the form
annexed hereto as Exhibit "5";
(g) non-compete agreement with Xxxxxxx Xxxxxx in the form
annexed hereto as Exhibit "6";
(h) non-compete agreement with Seller in the form annexed
hereto as Exhibit "7";
(i) lease between Purchaser and Seller in the form annexed
hereto as Exhibit "8";
(j) An Environmental Assessment Report which is
satisfactory to the Purchaser;
(k) certified resolutions of the shareholders and Board of
Directors of the Seller, duly authorizing the
execution, delivery and consummation of this
Agreement;
(l) xxxx of sale for the Assets.
5.02.04 Opinion of Seller's General Counsel. At the Closing,
Purchaser shall receive a signed opinion of Seller's General Counsel, dated the
Closing Date and in the form of Exhibit "10" hereto.
ARTICLE 6
INDEMNIFICATION
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6.01 Indemnification of Purchaser and Eastco. After the Closing, and for
a period of twenty-four (24) months, the Seller shall indemnify and hold the
Purchaser and Eastco harmless against, and reimburse the Purchaser and Eastco
for, any actual damage, claim, loss, cost or expense incurred by the Purchaser
and Eastco (including reasonable attorney's fees up to $20,000 with respect to
(i) and (ii) below and $50,000 with respect to (iii) below) resulting from (a)
any breach of the representations, warranties, covenants or obligations of the
Seller or Robins in this Agreement, (b) any misrepresentation in, or omission,
from, this Agreement, the Disclosure Schedule and any information, certificate,
license, report, or other instrument furnished to the Purchaser and Eastco
pursuant to this Agreement. No attorney's fees will be reimbursed if: (a) an
insurance policy owned by the Purchaser or Eastco or anyone else covers the cost
of any claim under this section; or (b) the claim does not concern any other
third party. The Purchaser or Eastco shall consult with Seller or Robins on a
claim prior to settlement of any such claim; however, the final decision-making
authority in any such matter shall rest solely with the Purchaser or Eastco.
In the event that Seller should cease operations of file for bankruptcy
protection, as long as these events were not related to or caused by any
obligation under this Agreement, and only under these conditions, then Robins
shall assume Seller's obligation of indemnification under this section for the
remaining balance of the twenty-four (24) months from the date of Closing. An
offset shall be authorized against any agreement to which Purchaser or Eastco
and Seller or Robins is a party, if the offset applies to (i) an account payable
due by Seller; or (ii) taxes owed by Seller; or (iii) potential lawsuits with
respect to the Xxxxxxxx settlement referred to in Section 3.12 of the Disclosure
Schedule that accrue prior to the date of this Agreement; and provided that
notice of a claim for accounts payable, taxes, or a matter referred to in
Section 3.12 of the Disclosure Schedule (1) is applicable to Seller, (2)
Purchaser or Eastco or Seller or Robins is given notice of such claim for
accounts payable, taxes, or a matter referred to in Section 3.12 of the
Disclosure Schedule during the 24 month period following the date of Closing by
the claimant, (3) Purchaser or Eastco promptly gives notice to Seller or Robins
of such claim, and (4) Seller or Robins does not resolve such claim to
Purchaser's or Eastco's satisfaction within thirty days thereafter. Otherwise,
an offset shall not be allowed against any agreement to which Purchaser or
Eastco and Seller or Robins is a party unless Purchaser or Eastco procures a
judgment against Seller or Robins for the amount to be offset.
6.02 Indemnification of Seller. After the Closing, the Purchaser and
Eastco shall indemnify and hold the Seller and Robins harmless against, and
reimburse the Seller and Robins for any actual damage, claim, loss, cost or
expense incurred by the Seller and Robins (including reasonable attorney's fees)
resulting from any breach of the representations, warranties, covenants or
obligations of the Purchaser and Eastco in this Agreement.
ARTICLE 7
MISCELLANEOUS PROVISIONS
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7.01 Disclosure of Information. Both Purchaser and Eastco recognize and
acknowledge that Seller shall continue in the business of manufacturing and
selling knit retail liners, knit clean gloves, knit conductive gloves, knit
coating shells, cut and sewn liners, waterproof breathable products of all
types, dipped gloves of all types and other gloves manufactured for the sale to
the consumer trade and that Seller and Purchaser will be conducting their
respective businesses in the same building. As a result, Purchaser and Eastco,
their employees, agents, and officers will come in contact with Seller's method
of doing business and its confidential information during the negotiation of
this Agreement. Therefore, with respect to Seller's remaining business (not
being sold to Purchaser), Purchaser and Eastco recognize and acknowledge that
Seller's trade secrets, customer lists and other proprietary secret or
confidential information as such secret lists and information exist now and from
time to time are valuable, special and unique assets of Seller and invaluable
to its business. Purchaser, Eastco, their employees, agents and officers will
not at any time disclose such confidential information to any person for any
reason; nor shall any such person make use of any confidential information for
his own purposes or for the benefit of any person including both Purchaser and
Eastco under any circumstances at any time in the future.
7.02 Covenants of Purchaser and Eastco. Purchaser and Eastco will respect
the secrecy of Seller's proprietary waterproof breathable technology and will
not, directly or indirectly, alone or together or with any other person or
persons, at any time for a period of five (5) years after the disengagement of
the shared operations:
A. Own, manage, operate, or participate in the ownership, management, or
operation or divulge or otherwise cooperate or assist others to obtain
information or become a representative of any company or person, who or which
designs, manufactures, sells, markets, distributes or otherwise deals in or with
waterproof breathable products as developed and produced by Seller including
breathable dipped three dimensional products of all types made from copoly ether
ester elastomers or polyurethane or similar materials or deal in or with the
technology for the manufacture of waterproof breathable three dimensional
inserts, membranes, or products;
B. Attempt to induce any customer who purchases the foregoing products
from Seller for the aforesaid five (5) year period to purchase or otherwise
acquire any competing aforementioned product from any person other than Seller
or to cease purchasing such products from Seller or to curtail its purchases
from Seller or to reduce, rescind or postpone any purchase order at any time
given to Seller; or
C. Attempt to induce any officer, employee, consultant, agent,
independent contractor, distributor, salesperson or representative of Seller to
terminate his, her, or its relationship with Seller or simultaneously represent
any competitor of Seller or to compete with Seller.
7.03 Equitable Remedies. Notwithstanding paragraph 7.11 of this Agreement,
Purchaser and Eastco acknowledge any breach of paragraph 7.01 or 7.02 of this
Agreement could result in substantial and irreparable damages to Seller and that
the amount of damages would be difficult, if not impossible, to calculate in
monetary terms. Therefore, Purchaser and Eastco agree that in the event of any
such breach or a threatened breach of paragraph 7.01 or 7.02 of this Agreement,
Seller may seek and obtain a preliminary, temporary or permanent injunction,
restraining order or other relief in equity. Seller's right to injunctive or
other relief in equity shall be in addition to all other rights and remedies
Seller may otherwise have at law, in equity or otherwise, in the event of any
breach or threatened breach against the guilty person. Seller's right to
injunctive or other relief in equity may be exercised at its option, prior or
subsequent to or contemporaneous with or in lieu of any rights or remedies
Seller may have by reason of a breach of paragraph 7.01 or 7.02 of this
Agreement
7.04 Notices. All notices required or permitted to be given under this
Agreement shall be in writing and may be given by certified or registered mail,
postage prepaid or by delivery through Federal Express or any other private
courier service with a copy faxed at the same time. Such notices shall be
mailed and faxed to the following addresses and facsimile numbers:
If to Eastco or the Purchaser, to:
Xx. Xxxxxx Xxxxxxxxxxxx
Eastco Industrial Safety Corp.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxx Xxxxxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
with a copy to:
Xx. Xxxxxxx X. Xxxxxxx
Xxxxxxxxxx Xxxxx Xxxxxxx Xxxx Xxxxxx and Xxxxxxx, LLP
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
If to Seller, to:
PR Industries, Inc.
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
with copies to:
Manly Xxxxxxxxx, Esq.
Xxxxxxxxx & Bix Ltd., Xxxxx 000
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Robins, to:
Xxxxxx Xxxxxx
PR Industries, Inc.
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
and
Xxxxxxx Xxxxxx
PR Industries, Inc.
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxx 00000
Facsimile: (000) 000-0000
Notices shall be effective (a) if mailed with the proper postage prepaid, three
Business Days after the date of mailing, (b) if delivery by private courier, on
the date of delivery, and after each of the foregoing by facsimile.
7.05 Governing Law. The validity and effectiveness of this Agreement shall
be governed by and construed accordance with the internal laws of the State of
New York, without giving effect to the provisions, policies or principles of any
state law relating to choice or conflict of laws.
7.06 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.
7.07 Counterparts. This Agreement may be executed in one or more
counterparts, each of which may bear the signatures of less than all the
parties, but all of which together shall constitute one agreement.
7.08 Entire Agreement. This Agreement, together with the Exhibits hereto,
and the Disclosure Schedule constitutes the entire agreement among the parties
with respect to the subject matter of this Agreement, and no Party shall be
bound by any communications between or among any of them on the subject matter
hereof unless in writing. Any prior agreements between the Seller, Robins and
the Purchaser are hereby terminated.
7.09 Severability. The parties agree that if any term or provision of this
Agreement contravenes or is invalid under any federal, state or local law, court
decision, rule, ordinance or regulation, this Agreement shall, as to the
jurisdiction in which such legal authority is promulgated or rendered, be
construed as if it did not contain the offending term or provision, and the
remaining provisions of this Agreement shall not be affected thereby; provided,
however, that if the removal of such offending term or provision materially
alters the burdens or benefits of any of the parties under this Agreement, the
parties agree to negotiate in good faith such modifications to this Agreement
as are appropriate to insure that the burdens and benefits of each Party under
such modified Agreement are reasonably comparable to the burdens and benefits
originally contemplated and expected.
7.10 Captions. The captions herein are inserted for convenience of
reference only and shall not affect the construction of this Agreement.
7.11 Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association (the "Association"). Any claim brought by Seller or Robins shall
be settled by the Association at its offices in Nassau County, New York; any
claim brought by Purchaser or Eastco shall be settled by the Association at its
offices in Minneapolis, Minnesota. A judgment upon the award rendered by the
Arbitrators may be entered in any court having jurisdiction thereof.
7.12 Expenses. Except as otherwise provided herein, the parties hereto
shall be responsible for their own costs and expenses with respect to the
transactions contemplated hereby, including but not limited to legal fees.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized, all on the date first
written above.
PR INDUSTRIES INC.
By: /s/ XXXXXXX XXXXXX
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XXXXXXX XXXXXX
EASTCO GLOVE TECHNOLOGIES, INC.
By: /s/ XXXXXXXX XXXXXX
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XXXXXXXX XXXXXX
EASTCO INDUSTRIAL SAFETY CORP.
By: /s/ XXXXXXXX XXXXXX
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XXXXXXXX XXXXXX
/s/ XXXXXXX XXXXXX
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XXXXXXX XXXXXX
/s/ XXXXXX XXXXXX
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XXXXXX XXXXXX
