AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of April 1, 2006,
by and among Xxxxxx Xxxxx, an individual ("Xxxxx"), Xxxxx Xxxxx, an individual
("Xxxxx") (Xxxxx and Xxxxx together, the "Shareholders"), and Industrial
Electric Services, Inc., a Florida Corporation ("IES").
R E C I T A L S
Shareholders and IES desire to wind up the business of IES, subject to the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
A G R E E M E N T
1. Incorporation of Recitals. The foregoing Recitals are incorporated
herein by this reference.
2. Transfer of Assets, Payoff of Related Debt and Release From
Non-solicitation/Non-Compete Agreement.
IES transfers to Xxxxx the following assets ("Assets"):
o The name "Industrial Electric Services" for use in Kentucky
only.
o The tangible assets set forth on Schedule 2.A attached hereto.
o The right to collect invoices for Job 44 of $1,870 and Job 52
of $3,100, which were recorded in allowance for doubtful
accounts of IES 3/31/06 financial statements. All other
accounts receivable shall be collected and all accounts
payable shall be paid as of June 30, 2006.
Xxxxx shall assume and pay off two truck loans with Huntington Bank and Chrysler
Financial.
IES releases Xxxxx from the terms of any valid and binding
non-solicitation/compete agreement or understanding with IES.
3. Effective Date
The effective date of this Agreement shall be April 1, 2006 as reflecting the
intent of the parties as of said date, nothwithstanding the subsequent date of
formal execution hereof. All prior agreements concerning these matters between
the parties are supersceded.
4. Miscellaneous.
4.1 Cumulative Remedies. Subject to Section 8, any person having any
rights under any provision of this Agreement will be entitled to enforce such
rights specifically, to recover damages by reason of any breach of any provision
of this Agreement, and to exercise all other rights granted by law, which rights
may be exercised cumulative and not alternatively.
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4.2 Successors and Assigns. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto will bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not.
4.3 Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement or the other documents.
4.4 Counterparts. This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts when taken together will constitute one and the
same agreement.
4.5 Notices. Any approvals, consents or notices required or
permitted to be sent or given shall be delivered in writing personally or
mailed, certified mail, return receipt requested, to the addresses provided IES
and shall be deemed to have been received within five days after such mailing.
4.6 Litigation Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default, or misrepresentation in connection with any of the provisions
thereof, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.
4.7 Entire Agreement. This Agreement, and the other agreements
specifically referred to herein, constitute the entire agreement and
understanding of the parties with respect to the subject matter thereof, and
supersede all prior and contemporaneous agreements and understandings.
4.8 Governing Law; Venue. This Agreement Kentucky be governed by and
interpreted and construed in accordance with the laws of the State of Kentucky,
without regard to the conflict of law principles thereof. Any action brought
under this Agreement shall be brought in a state or Federal court having
competent subject matter jurisdiction and located in the City of Lexington KY in
accordance with the applicable procedure therefore.
4.9 Injunctive Relief. The parties agree that a breach of this
Agreement may cause the IES irreparable harm for which monetary damages are not
adequate. In addition to all other available legal remedies, the IES shall have
the right to injunctive relief to enforce this Agreement.
4.10 Survival. All representations and warranties made by the
parties in connection with this Agreement shall survive the Closing.
IN WITNESS WHEREOF, each of the parties to this Agreement has
executed or caused this Agreement to be executed as of the date first above
written.
[Signature Page Follows]
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XXXXXX XXXXX
______________________________________
XXXXX XXXXX
______________________________________
INDUSTRIAL ELECTRIC SERVICES, INC.,
a Florida Corporation
By: __________________________________
Its: _________________________________
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