EXHIBIT 2.1
SPLIT-OFF AGREEMENT
THIS SPLIT-OFF AGREEMENT (the "Agreement") is made and entered into
this ______ day of __________, 2005, by and between CompuPrint, Inc., a North
Carolina corporation ("Seller"), CompuPrint Venture, Inc. ("Venture") and Xxxxx
Xxxxxxx ("Purchaser").
R E C I T A L S:
WHEREAS, Venture wishes to issue 200 of its authorized common stock to
Seller (the "Issuance") in exchange for all of the assets and liabilities of
Seller (the "Asset and Liability Transfer").
WHEREAS, immediately after the Asset and Liability Transfer, Seller
will hold all of the issued and outstanding shares of Venture and Purchaser
desires to purchase all of the issued and outstanding shares of Venture.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
I. PURCHASE AND SALE OF STOCK.
1.1 CompuPrint Venture Shares. Venture shall issue to Seller 200 shares
of its common stock, par value $.001, which shares shall constitute the entire
amount of Venture's outstanding share capital (the "CompuPrint Venture Shares").
1.2 Purchase Price for CompuPrint Venture Shares. The purchase price
for the CompuPrint Venture Shares shall be the transfer by Seller to Venture of
all of Seller's assets and liabilities.
1.3 Purchased Shares. Immediately after the Issuance and the Asset and
Liability Transfer and subject to the terms and conditions provided below,
Seller shall sell and transfer to Purchaser and Purchaser shall purchase from
Seller, on the Closing Date (as defined in Section 1.5), the CompuPrint Venture
Shares.
1.4 Purchase Price for CompuPrint Venture Shares. The purchase price
for the CompuPrint Venture Shares shall be (i) the transfer and delivery by
Purchaser to Seller of 3,00,000 shares of common stock of Seller that Purchaser
owns, as adjusted for any stock splits and/or stock dividends (the "Purchase
Price Shares"), deliverable as provided in Section 2.2 and (ii) the release by
Purchaser to Seller of all rights to any amounts advanced or otherwise loaned by
Purchaser to Seller, including, but not limited to, the $408,840 listed as
"Advances from Shareholder" on Seller's Balance Sheet as December 31, 2004
included in the Seller's Form 10-KSB filed with the Securities and Exchange
Commission on April 15, 2005.
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1.5 Closing. The closing of the transactions contemplated in this
Agreement (the "Closing") shall take place as soon as practicable following the
execution of this Agreement. The date on which the Closing occurs shall be
referred to herein as the Closing Date (the "Closing Date").
II. CLOSING.
2.1 Transfer of the CompuPrint Venture Shares. At the Closing, Seller
shall transfer all of its CompuPrint Venture Shares by delivery to Purchaser of
a Certificate representing such CompuPrint Venture Shares.
2.2 Payment of Purchase Price. At the Closing, Purchaser shall deliver
to Seller the certificates representing the Purchase Price Shares duly endorsed
to Seller, which said delivery shall vest Seller with good and marketable title
to the Purchase Price Shares, free and clear of all liens and encumbrances.
2.3 Transfer of Records. On or before the Closing, Purchaser shall
transfer to Seller all existing corporate books and records in the possession of
Purchaser relating to Seller, including but not limited to all corporate minute
books, stock ledgers, certificates and corporate seals of Seller and all
agreements, litigation files, real property files, personnel files and filings
with governmental agencies; provided, however, when any such documents relate to
both Seller or its business, only copies of such documents need be furnished.
III. PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser represents and
warrants to Seller that:
3.1 Capacity and Enforceability. Purchaser has the capacity to execute
and deliver this Agreement and the documents to be executed and delivered by
Purchaser at the Closing pursuant to the transactions contemplated hereby. This
Agreement and all such documents constitute valid and binding agreements of
Purchaser, enforceable in accordance with their terms.
3.2 Compliance. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby by Purchaser will
result in the breach of any term or provision of, or constitute a default under,
or violate any agreement, indenture, instrument, order, law or regulation to
which Purchaser is a party or by which Purchaser is bound.
3.3 Liabilities. Following the Closing, Seller will have no liability
for any of its debts, liabilities or obligations existing prior to this
Agreement, and there are no outstanding guaranties, performance or payment
bonds, letters of credit or other contingent contractual obligations that have
been undertaken by Seller and that may survive the Closing. Seller has no
employees.
3.4 Title to Purchase Price Shares. Purchaser is the sole record and
beneficial owner of the Purchase Price Shares. At Closing, Purchaser will have
good and marketable title to the Purchase Price Shares, which Purchase Price
Shares are, and at the Closing will be, free and clear of all options, warrants,
pledges, claims, liens, and encumbrances and any restrictions or
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limitations prohibiting or restricting transfer to Seller, except for
restrictions on transfer as contemplated by applicable securities laws.
3.5 Experience of Purchaser. Purchaser, either alone or together with
its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of an investment in the CompuPrint Venture shares to be acquired by it
hereunder, and has so evaluated the merits and risks of such investment.
3.6 Ability of Purchaser to Bear Risk of Investment. Purchaser is able
to bear the economic risk of an investment in the CompuPrint Venture shares to
be acquired by it hereunder and, at the present time, is able to afford a
complete loss of such investment.
3.7 No Registration. Purchaser understands that no federal agency
(including the SEC), state agency or foreign agency has made or will make any
finding or determination as to the fairness of an investment in the CompuPrint
Venture Shares (including as to the purchase price). Purchaser understands
further that the offer and sale of the CompuPrint Venture Shares has not been
registered under the Securities Act, by virtue of Section 4(2) of the Securities
Act, or under the securities laws of any state of the United States. Purchaser
understands that no resales or transfers, or offers of resales or transfers, of
the CompuPrint Venture Shares may be effected unless the resale of such
CompuPrint Venture Shares is registered under the Securities Act or an exemption
there from is available (such as pursuant to Rule 904 of Regulation S in
relation to offshore resales of securities); and all applicable state and
foreign securities laws are complied with.
IV. SELLER'S AND VENTURE'S REPRESENTATIONS AND WARRANTIES. As it applies to
itself, Seller and Venture represent and warrant to Purchaser that:
4.1 Organization and Good Standing. It is a corporation that has been
duly incorporated and is validly existing and in good standing under the laws of
the State of North Carolina.
4.2 Authority and Enforceability. The execution, delivery and
performance by it of this Agreement and each other document or instrument
contemplated hereby or thereby have been duly authorized by all requisite action
by it; and this Agreement has been duly executed and delivered by it. This
Agreement, when executed and delivered by it, constitutes its valid and binding
obligation, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights and remedies
generally, and subject as to enforceability to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
4.3 No Conflicts. The execution, delivery and performance of this
Agreement and by it and the consummation by it of the transactions contemplated
hereby do not and will not conflict with or violate any provision of its
Certificate of Incorporation or bylaws (each as amended through the date hereof)
or (ii) be subject to obtaining any consents, conflict with, or
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constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which it is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which it is subject (including, but not
limited to, those of other countries and the federal and state securities laws
and regulations).
4.4 Ownership of Shares of Consideration Stock. Seller is the record
owner of, and has good title to the shares of Venture. The shares of Venture
owned by Seller are owned free and clear of all liens, other than any liens
created by this Agreement. The Investor has not appointed or granted any proxy,
which appointment or grant is still effective, with respect to the shares of
Venture.
V. OBLIGATIONS OF PURCHASER PENDING CLOSING. Purchaser covenants and agrees that
between the date hereof and the Closing:
5.1 Not Impair Performance. Purchaser shall not take any intentional
action that would cause the conditions upon the obligations of the parties
hereto to effect the transactions contemplated hereby not to be fulfilled,
including, without limitation, taking or causing to be taken any action that
would cause the representations and warranties made by any party herein not to
be true, correct and accurate as of the Closing, or in any way impairing the
ability of Seller to satisfy its obligations as provided in Article VI.
5.2 Assist Performance. Purchaser shall exercise its reasonable best
efforts to cause to be fulfilled those conditions precedent to Seller's
obligations to consummate the transactions contemplated hereby which are
dependent upon actions of Purchaser and to make and/or obtain any necessary
filings and consents in order to consummate the sale transaction contemplated by
this Agreement.
VI. OBLIGATIONS OF SELLER PENDING CLOSING. Seller covenants and agrees that
between the date hereof and the Closing:
6.1 Not Impair Performance. Seller shall not take any intentional
action that would cause the conditions upon the obligations of the parties
hereto to effect the transactions contemplated hereby not to be fulfilled,
including, without limitation, taking or causing to be taken any action which
would cause the representations and warranties made by any party herein not to
be materially true, correct and accurate as of the Closing, or in any way
impairing the ability of Purchaser to satisfy his obligations as provided in
Article V.
6.2 Assist Performance. Seller shall exercise its reasonable best
efforts to cause to be fulfilled those conditions precedent to Purchaser's
obligations to consummate the transactions contemplated hereby which are
dependent upon the actions of Seller and to work with Purchaser to make and/or
obtain any necessary filings and consents.
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VII. SELLER'S CONDITIONS PRECEDENT TO CLOSING. The obligations of Seller to
close the transactions contemplated by this Agreement are subject to the
satisfaction at or prior to the Closing of each of the following conditions
precedent (any or all of which may be waived by Seller in writing):
7.1 Representations and Warranties, Performance. All representations
and warranties of Purchaser contained in this Agreement shall have been true and
correct, in all material respects, when made and shall be true and correct, in
all material respects, at and as of the Closing, with the same effect as though
such representations and warranties were made at and as of the Closing.
Purchaser shall have performed and complied with all covenants and agreements
and satisfied all conditions, in all material respects, required by this
Agreement to be performed or complied with or satisfied by Purchaser at or prior
to the Closing.
7.2 Bring-Down Certificate of Purchaser. Purchaser shall deliver to
Seller at Closing a certificate signed by Purchaser dated the Closing Date: (i)
certifying that Purchaser has performed and complied with all covenants and
agreements and satisfied all conditions, in all material respects, required by
this Agreement to be performed or complied with or satisfied by Purchaser at or
prior to the Closing; and (ii) certifying that all representations and
warranties made by Purchaser in this Agreement are true and correct, in all
material respects, as of the Closing Date with the same effect as though such
representations and warranties were made at and as of the Closing Date.
7.3 Additional Documents. Purchaser shall deliver or cause to be
delivered such additional documents as may be necessary in connection with the
consummation of the transactions contemplated by this Agreement and the
performance of their obligations hereunder.
VIII. PURCHASER'S CONDITIONS PRECEDENT TO CLOSING. The obligation of Purchaser
to close the transactions contemplated by this Agreement are subject to the
satisfaction at or prior to the Closing of each of the following conditions
precedent (any and all of which may be waived by Purchaser in writing):
8.1 Representations and Warranties, Performance. All representations
and warranties of Seller contained in this Agreement shall have been true and
correct, in all material respects, when made and shall be true and correct, in
all material respects, at and as of the Closing with the same effect as though
such representations and warranties were made at and as of the Closing. Seller
shall have performed and complied with all covenants and agreements and
satisfied all conditions, in all material respects, required by this Agreement
to be performed or complied with or satisfied by them at or prior to the
Closing.
8.2 Bring-Down Certificate of Seller. Seller shall deliver or cause to
be delivered to Purchaser at Closing a certificate signed by an authorized
officer of Seller, dated as of the Closing Date: (i) certifying that Seller has
performed and complied with all covenants and agreements and satisfied all
conditions, in all material respects, required by this Agreement to be performed
or complied with or satisfied by Seller at or prior to the Closing; and (ii)
certifying that all representations and warranties made by Seller in this
Agreement are true and correct, in
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all material respects, as of the Closing Date with the same effect as though
such representations and warranties were made at and as of the Closing Date.
IX. OTHER AGREEMENTS.
9.1 Expenses. Each party hereto shall bear its expenses separately
incurred in connection with this Agreement and with the performance of its
obligations hereunder.
9.2 Confidentiality. The parties hereto shall not make any public
announcements concerning this transaction other than in accordance with mutual
agreement reached prior to any such announcement(s) and other than as may be
required by applicable law, including the rules and regulations of the
Securities and Exchange Commission.
9.3 Brokers' Fees. No party to this Agreement has employed the services
of a broker and each agrees to indemnify the other against all claims of any
third parties for fees and commissions of any brokers claiming a fee or
commission related to the transactions contemplated hereby.
9.4 Access to Information Post-Closing; Cooperation.
(a) Following the Closing, Purchaser shall afford to Seller
and its authorized accountants, counsel, and other designated
representatives reasonable access (and including using reasonable
efforts to give access to persons or firms possessing information) and
duplicating rights during normal business hours to allow records,
books, contracts, instruments, computer data and other data and
information (collectively, "Information") within the possession or
control of Purchaser insofar as such access is reasonably required by
Seller. Information may be requested under this Section 9.4(a) for,
without limitation, audit, accounting, claims, litigation and tax
purposes, as well as for purposes of fulfilling disclosure and
reporting obligations and performing this Agreement and the
transactions contemplated hereby.
(b) Following the Closing, Seller shall afford to the
Purchaser and its authorized accountants, counsel and other designated
representatives reasonable access (including using reasonable efforts
to give access to persons or firms possessing information) duplicating
rights during normal business hours to Information within Seller's
possession or control relating to the CompuPrint Venture Shares.
Information may be requested under this Section 9.4(b) for, without
limitation, audit, accounting, claims, litigation and tax purposes as
well as for purposes of fulfilling disclosure and reporting obligations
and for performing this Agreement and the transactions contemplated
hereby. No files, books or records of Seller existing at the Closing
Date shall be destroyed by Seller after Closing but prior to the
expiration of any period during which such files, books or records are
required to be maintained and preserved by applicable law without
giving Purchaser at least 30 days prior written notice, during which
time Purchaser shall have the right to examine and to remove any such
files, books and records prior to their destruction.
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(c) At all times following the Closing, Seller and Purchaser
shall use reasonable efforts to make available to the other party on
written request, the current and former officers, directors, employees
and agents of Seller for any of the purposes set forth in Section
9.4(a) or (b) above or as witnesses to the extent that such persons may
be reasonably be required in connection with any legal, administrative
or other proceedings in which Seller may from time to be involved.
(d) The party to whom any Information or witnesses are
provided under this Section 9.4 shall reimburse the provider thereof
for all out-of-pocket expenses actually and reasonably incurred in
providing such Information or witnesses.
(e) Seller, Purchaser and their respective employees and
agents shall each hold in strict confidence all Information concerning
the other party in their possession or furnished by the other or the
other's representative pursuant to this Agreement with the same degree
of care as such party utilizes as to such party's own confidential
information (except to the extent that such Information is (i) in the
public domain through no fault of such party or (ii) later lawfully
acquired from any other source by such party), and each party shall not
release or disclose such Information to any other person, except such
party's auditors, attorneys, financial advisors, bankers, other
consultants and advisors or persons with whom such party has a valid
obligation to disclose such Information, unless compelled to disclose
such Information by judicial or administrative process or, as advised
by its counsel, by other requirements of law.
(f) Seller and Purchaser shall each use their best efforts to
forward promptly to the other party all notices, claims, correspondence
and other materials which are received and determined to pertain to the
other party.
9.5 Guarantees, Surety Bonds and Letter of Credit Obligations. In the
event that Seller is obligated for any debts, obligations or liabilities
relating to the CompuPrint Venture Shares by virtue of any outstanding
guarantee, performance or surety bond or letter of credit provided or arranged
by Seller on or prior to the Closing Date, Purchaser shall use best efforts to
cause to be issued replacements of such bonds, letters of credit and guarantees
and to obtain any amendments, novations, releases and approvals necessary to
release and discharge fully Seller from any liability thereunder following the
Closing. Purchaser shall be responsible for, and shall indemnify, hold harmless
and defend Seller from and against, any costs or losses incurred by Seller
arising from such bonds, letters of credits and guarantees and any liabilities
arising therefrom and shall reimburse Seller for any payments that Seller may be
required to pay pursuant to enforcement of its obligations relating to such
bonds, letters of credit and guarantees.
9.6 Filings and Consents. Purchaser shall determine what, if any,
filings and consents must be made and/or obtained prior to Closing to consummate
the purchase and sale of the CompuPrint Venture Shares and the transfer of the
Purchase Price Shares. Purchaser shall indemnify Seller Indemnified Parties (as
defined in Section 11.1 below) against any Losses (as defined in Section 11.1
below) incurred by any Seller Indemnified Parties by virtue of the failure to
make and/or obtain any such filings or consents. Recognizing that the failure to
make and/or obtain any filings or consents may cause Seller to incur Losses or
otherwise adversely affect
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Seller, Purchaser confirms that the provisions of this Section 9.6 will
not limit Seller's right to treat such failure as the failure of a condition
precedent to Seller's obligation to close pursuant to Article VII above.
X. TERMINATION. This Agreement may be terminated at, or at any time prior to,
the Closing: by mutual written consent of Seller and Purchaser.
If this Agreement is terminated as provided herein, it shall become wholly void
and of no further force and effect and there shall be no further liability or
obligation on the part of any party except to pay such expenses as are required
of such party.
XI. INDEMNIFICATION.
11.1 Indemnification by Purchaser. Purchaser agrees to indemnify,
defend, protect and hold harmless Seller, and its officers, directors,
employees, stockholders, agents, representatives and affiliates (collectively,
together with Seller, the "Seller Indemnified Parties") at all times from and
after the date of this Agreement from and against all losses, liabilities,
damages, claims, actions, suits, proceedings, demands, assessments, adjustments,
costs and expenses (including specifically, but without limitation, reasonable
attorneys' fees and expenses of investigation), whether or not involving a third
party claim and regardless of any negligence of any Seller Indemnified Party
(collectively, "Losses"), incurred by any Seller Indemnified Party as a result
of or arising from (i) any breach of the representations and warranties of
Purchaser set forth herein or in certificates delivered in connection herewith,
(ii) any breach or nonfulfillment of any covenant or agreement (including any
other agreement of Purchaser to indemnify Seller set forth in this Agreement) on
the part of Purchaser under this Agreement, (iii) any debt, liability or
obligation relating to the CompuPrint Venture Shares or (iv) any federal or
state income tax payable by Seller and attributable to the transaction
contemplated by this Agreement.
11.2 Third-Party Claims.
(a) Defense. If any claim or liability (a "Third-Party Claim")
should be asserted against any of Seller Indemnified Parties (the
"Indemnitee") by a third party after the Closing for which Purchaser
have an indemnification obligation under the terms of Section 11.1,
then the Indemnitee shall notify Purchaser (the "Indemnitor") within 20
days after the Third-Party Claim is asserted by a third party (said
notification being referred to as a "Claim Notice") and give the
Indemnitor a reasonable opportunity to take part in any examination of
the books and records of the Indemnitee relating to such Third-Party
Claim and to assume the defense of such Third-Party Claim and in
connection therewith and to conduct any proceedings or negotiations
relating thereto and necessary or appropriate to defend the Indemnitee
and/or settle the Claim. The expenses (including reasonable attorneys'
fees) of all negotiations, proceedings, contests, lawsuits or
settlements with respect to any Third-Party Claim shall be borne by the
Indemnitor. If the Indemnitor agrees to assume the defense of any
Third-Party Claim in writing within 20 days after the Claim Notice of
such Third-Party Claim has been delivered, through counsel reasonably
satisfactory to Indemnitee, then the Indemnitor shall be entitled to
control the conduct of such defense, and any decision to settle such
Third-Party Claim,
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and shall be responsible for any expenses of the Indemnitee in
connection with the defense of such Third-Party Claim so long as the
Indemnitor continues such defense until the final resolution of such
Third-Party Claim. The Indemnitor shall be responsible for paying all
settlements made or judgments entered with respect to any Third-Party
Claim the defense of which has been assumed by the Indemnitor. Except
as provided on subsection (b) below, both the Indemnitor and the
Indemnitee must approve any settlement of a Third Party Claim. A
failure by the Indemnitee to timely give the Claim Notice shall not
excuse Indemnitor from any indemnification liability except only to the
extent that the Indemnitor is materially and adversely prejudiced by
such failure.
(b) Failure To Defend. If the Indemnitor shall not agree to
assume the defense of any Third-Party Claim in writing within 20 days
after the Claim Notice of such Third-Party Claim has been delivered, or
shall fail to continue such defense until the final resolution of such
Third-Party Claim, then the Indemnitee may defend against such
Third-Party Claim in such manner as it may deem appropriate and the
Indemnitee may settle such Third-Party Claim on such terms as it may
deem appropriate. The Indemnitor shall promptly reimburse the
Indemnitee for the amount of all settlement payments and expenses,
legal and otherwise, incurred by the Indemnitee in connection with the
defense or settlement of such Third-Party Claim. If no settlement of
such Third-Party Claim is made, then the Indemnitor shall satisfy any
judgment rendered with respect to such Third-Party Claim before the
Indemnitee is required to do so, and pay all expenses, legal or
otherwise, incurred by the Indemnitee in the defense against such
Third-Party Claim.
11.3 Non-Third-Party Claims. Upon discovery of any claim for which
Purchaser have an indemnification obligation under the terms of Section 11.1
which does not involve a claim by a third party against the Indemnitee, the
Indemnitee shall give prompt notice to Purchaser of such claim and, in any case,
shall give Purchaser such notice within 30 days of such discovery. A failure by
Indemnitee to timely give the foregoing notice to Purchaser shall not excuse
Purchaser from any indemnification liability except to the extent that Purchaser
is materially and adversely prejudiced by such failure.
11.4 Survival. Except as otherwise provided in this Section 11.4, all
representations and warranties made by Purchaser and Seller in connection with
this Agreement shall survive the Closing. Anything in this Agreement to the
contrary notwithstanding, the liability of all Indemnitors under this Article XI
shall terminate on the third (3rd) anniversary of the Closing Date, except with
respect to (a) liability for any item as to which, prior to the third (3rd)
anniversary of the Closing Date, any Indemnitee shall have asserted a Claim in
writing, which Claim shall identify its basis with reasonable specificity, in
which case the liability for such Claim shall continue until it shall have been
finally settled, decided or adjudicated, (b) liability of any party for Losses
for which such party has an indemnification obligation, incurred as a result of
such party's breach of any covenant or agreement to be performed by such party
after the Closing, (c) liability of Purchaser for Losses incurred by a Seller
Indemnified Party due to breaches of their representations and warranties in
Article III of this Agreement, and (d) liability of Purchaser for Losses arising
out of Third-Party Claims for which Purchaser have an indemnification
obligation, which liability shall survive until the statute of limitation
applicable to any third party's right to assert a Third-Party Claim bars
assertion of such claim.
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XII. MISCELLANEOUS.
12.1 Notices. All notices and communications required or permitted
hereunder shall be in writing and deemed given when received by means of the
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, or personal delivery, or
overnight courier, as follows:
(a) If to Seller, addressed to:
CompuPrint, Inc.
0000-X Xxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
With a copy to:
Xxxx Xxxxxxxxxx
Gottbetter & Partners
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
(b) If to Purchaser, addressed to:
Xxxxx Xxxxxxx
CompuPrint, Inc.
0000-X Xxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx Xxxxxxxx 00000
With a copy to:
Xxxx Xxxxxxxxxx
Gottbetter & Partners
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
or to such other address as any party hereto shall specify pursuant to this
Section 12.1 from time to time.
12.2 Exercise of Rights and Remedies. Except as otherwise provided
herein, no delay of or omission in the exercise of any right, power or remedy
accruing to any party as a result of any breach or default by any other party
under this Agreement shall impair any such right, power or remedy, nor shall it
be construed as a waiver of or acquiescence in any such breach or default, or of
any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.
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12.3 Reformation and Severability. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but
so as to most nearly retain the intent of the parties, and if such modification
is not possible, such provision shall be severed from this Agreement, and in
either case the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.
12.4 Further Acts. Seller and Purchaser shall execute any and all
documents and perform such other acts which may be reasonably necessary to
effectuate the purposes of this Agreement.
12.5 Counterparts. This Agreement may be executed in one or more
counterparts for convenience, all of which together shall constitute one and the
same instrument.
12.6 Entire Agreement; Amendments. This Agreement contains the entire
understanding of the parties relating to the subject matter contained herein.
This Agreement cannot be amended or changed except through a written instrument
signed by all of the parties hereto.
12.7 Assignment. No party may assign his or its rights or obligations
hereunder, in whole or in part, without the prior written consent of the other
parties.
12.8 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
principles of conflicts or choice of laws thereof.
12.9 Counterparts. This Agreement may be executed in one or more
counterparts, with the same effect as if all parties had signed the same
document. Each such counterpart shall be an original, but all such counterparts
taken together shall constitute a single agreement. In the event that any
signature is delivered by facsimile transmission, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such
signature is executed) the same with the same force and effect as if such
facsimile signature page was an original thereof.
12.10 Section Headings and Gender. The Section headings used herein are
inserted for reference purposes only and shall not in any way affect the meaning
or interpretation of this Agreement. All personal pronouns used in this
Agreement shall include the other genders, whether used in the masculine,
feminine or neuter, and the singular shall include the plural, and vice versa,
whenever and as often as may be appropriate.
12.11 Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted
jointly by the parties hereto and no presumption or burden of proof will arise
favoring or disfavoring any party because of the authorship of any provision of
this Agreement. Any reference to any federal, state, local, or foreign law will
be deemed also to refer to law as amended and all rules and regulations
promulgated thereunder, unless the context requires otherwise. The words
"include," "includes," and "including" will be
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deemed to be followed by "without limitation." The words "this Agreement,"
"herein," "hereof," "hereby," "hereunder," and words of similar import refer to
this Agreement as a whole and not to any particular subdivision unless expressly
so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or
covenant relating to the same subject matter (regardless of the relative levels
of specificity) which that party has not breached will not detract from or
mitigate the fact that such party is in breach of the first representation,
warranty, or covenant.
[Signatures Follow on the Next Page]
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IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of each of the parties as of the date first above written.
COMPUPRINT, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------
Title: President
----------------------------------
PURCHASER
/s/ Xxxxx X. Xxxxxxx
----------------------------------------
Xxxxx Xxxxxxx, Individually
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