EXHIBIT 10.01
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is dated as of 01 October, 1998 by
and between Palisades Capital, Inc., a California corporation ("Buyer") and
Xxxxxxx Xxxxxxx, an individual ("Seller"), the sole shareholder of CD Universe,
Inc., a Connecticut corporation ("CD").
This Agreement sets forth the terms and conditions upon which Seller has agreed
to sell and Buyer has agreed to purchase from Seller 85% of all outstanding
shares of the common stock of CD (the "Shares"). Seller represents and warrants
that he owns the remaining 15% of the outstanding shares of the common stock of
CD, and that no class of shares exists other than as set forth herein.
In consideration of the mutual agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency or which are hereby
acknowledged, the parties hereto agree as follows:
1. SALE OF THE SHARES
1.01 Shares Being Sold
Subject to the terms and conditions of this Agreement, Seller is selling,
assigning and delivering the Shares to Buyer at the closing provided for
in Section 1.03 hereof (the "Closing"), free and clear of all liens,
charges, claims or encumbrances of any kind or nature whatsoever.
1.02 Consideration
Subject to the terms and conditions of this Agreement, and in reliance
upon the representations, warranties and agreements of Seller contained
herein and in consideration for the sale, assignment and delivery of the
Shares and in full payment therefor:
1.02(a)
Buyer shall pay to Seller the sum of Four Million Dollars ($4,000,000) as
follows:
(i) Twenty Five Thousand Dollars ($25,000) upon Buyer's signature
hereon.
(ii) On or before
(A) three calendar weeks after the date of the signature or Buyer
hereon, or
(B) the completion and approval by Buyer of the audit as set forth
in Section 1.02(c), whichever is
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later, Buyer shall pay Seller an additional One Hundred
Thousand Dollars ($100,000).
(iii) On or before
(A) sixty one (61) calendar days after the date of the signature
of Buyer hereon, or
(B) forty (40) days after the completion and approval by Buyer of
the audit set forth in section A, whichever is later, Buyer
shall pay Seller an additional One Hundred Thousand Dollars
($100,000).
(iv) on or before
(A) one hundred one (101) calendar days after the date of the
signature of Buyer hereon, or
(B) eighty (80) days after the completion and approval by Buyer of
the audit set forth in Section 1.02(c), whichever is later,
Buyer shall pay Seller the remainder of the purchase price
($3,775,000).
1.02(b)
The parties agree that time is of the essence with respect to all payments
to be made hereunder.
1.02(c)
On or before October 16, 1998, Seller shall perform, at Seller's own
expense, an audit of all of the business of CD, including but not limited
to any and all financial records, inventories, accounts receivable and
payable, and lists of equipment. Seller shall then transmit to Buyer a
copy of said audit not more than five calendar days later. Buyer shall
then have five additional business days to approve or reject the audit.
1.02(d)
In the event that Buyer disapproves of any part of the audit, any document
submitted by Seller in the course of this transaction, any representation
made by Seller in the course thereof, or for any other reason, Buyer does
not proceed with this transaction, Buyer and Seller agree that the amount
of damages Seller would suffer thereby would be difficult to ascertain and
would be incapable of being proven with any certainty. As a result, Buyer
and Seller agree that any amounts previously paid by Buyer at the time
Buyer notifies Seller that it will not complete the transaction will
constitute liquidated damages for such failure by Buyer, and shall
constitute Seller's only remedy and compensation therefor.
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1.02(e)
(i) As additional consideration hereunder, Seller shall have a seat on
the Board of Directors of CD after this transaction is completed,
and shall be president thereof. Seller shall also have a seat on the
Board of Directors of any public company into which CD may be
merged.
(ii) Seller's compensation for services as a Director as set forth in the
preceding subparagraph shall be commensurate with the compensation
paid to other Board members for acting in such capacity.
(iii) After this transaction is completed, Seller shall serve as an
Employee of CD or any company into which CD is thereafter merged, on
the terms and conditions set forth in that certain Employment
Agreement attached hereto as Exhibit A.
(iv) Seller represents that he has undertaken no transaction or transfer
of any asset of CD in the calendar year preceding the date of his
signature hereon, except in the ordinary course of business. Seller
further represents that he will not make any transfer of any asset
of CD during the pendency of this transaction, other than in the
ordinary course of business.
1.02(f)
On the Closing Date, Buyer will terminate Seller's authority to write
checks against, or have outstanding checks honored from the funds in CD's
bank account. Seller shall continue to have the authority to issue checks
from CD's checking account (1) not in excess of $2,000 each, (2) not to
Seller or any entity owned or controlled by Seller, and (3) not to Trak
Systems, Inc. without, in each case, the prior written approval (as a
co-signer on such checks or otherwise) of Xxxx Xxxxxxxxx or his designee.
Notwithstanding the foregoing, Xxxxxxx may issue the following checks
without the approval of Xxxx Xxxxxxxxx: to Valley Media and MSI of Miami
several times per week; to Muze, Inc., Enso and Harvest Park Associates
monthly; and to the United States Postal Service several times per month.
On the Closing Date, Seller shall also deliver to Buyer a schedule setting
forth those checks of CD that remain outstanding (the "Outstanding CD
Checks"). To provide funds for the Outstanding CD Checks, Buyer shall, on
the Closing Date, deposit into a conventional checking account, in the
name of CD, funds sufficient to pay all Outstanding CD Checks, and shall
cooperate with Seller to enable such funds to be used in fully satisfying
all
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Outstanding CD checks. Buyer shall thereafter indemnify Seller from and
against all claims and liabilities attributable to Outstanding CD Checks.
1.02(g)
(i) Although Seller will retain 15% of all outstanding shares in said
company, as well as a seat on the Board of Directors of CD Universe
after this transaction closes, Buyer and Seller are aware that
disagreements may occur with respect to the running of the company
after Buyer's purchase is completed. As a result thereof, should
such disagreements arise, Buyer and Seller agree that their sole
remedy hereunder with respect to Seller's ownership of stock,
participation on the Board of Directors of CD Universe, and any
rights acquired thereunder, shall be as follows.
(ii) In the event that Seller and Buyer disagree as to the running of the
company at any time after this transaction is completed, Buyer or
Seller may notify the other party, or any successor thereto in
writing that they wish to invoke the provisions of this paragraph.
Upon such notice, seller shall sell any shares he then owns in
either CD or any company into which CD is merged, to Buyer on the
terms and conditions set forth herein. In addition, if such notice
is given, Seller shall resign from all relevant Boards of Directors
as set forth hereinbelow.
(iii) If Seller gives such notice, Seller shall concurrently tender his
resignation, in writing, from the Board of Directors of both CD and
any company into which CD is merged. If Buyer gives such notice,
then Seller shall tender his resignation within five business days
thereafter.
(iv) If at the time Buyer or Seller give notice pursuant to subparagraph
(ii) hereinabove, CD or any company into which CD was merged is
publicly traded on any national or international exchange, NASDAQ or
any over-the-counter market the value of Buyer's shares shall be
determined by the average share closing price over the five trading
days preceding the date of the notice.
(v) If, at the time Buyer or Seller give notice, neither CD nor any
company into which CD was merged is publicly traded on any national
or international exchange, NASDAQ or any over-the-counter market
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then Buyer and Seller shall independently retain objective qualified
third party evaluators to value the shares then owned by Seller.
Said valuations shall be completed not later than 45 calendar days
from the date Seller or Buyer have given notice pursuant to
subparagraph (ii) hereinabove.
(vi) The valuations of Seller's valuator and Buyer's valuator shall then
be averaged, and the result thereof shall be deemed the value of
Seller's shares for all purposes hereunder.
(vii) Buyer shall then tender said sum to Seller not more than 45 calendar
days after the date of the latest valuation report.
1.03 The Closing
The Closing of the transactions provided for in Sections 1.04 and 1.05
shall take place at the offices of Buyer's counsel, 0000 Xxxxxxx Xxxx
Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx, 00000, simultaneously with the
execution and delivery of this Agreement.
1.04 Delivery by Seller
At the Closing, Seller shall transfer custody or deliver to Buyer at such
place as Buyer shall designate:
(i) a certificate or certificates representing the Shares endorsed in
blank and otherwise in form acceptable for transfer on the books of
CD or a Lost Stock Certificate Declaration and Agreement in the form
annexed hereto as Exhibit 4.1;
(ii) all contracts, books and records of CD not previously delivered to
Buyer;
(iii) the certificates of the officers of Seller in the form annexed
hereto as Exhibit 4.2;
(iv) the resignations of the officers and directors of CD, with the
exception of Xxxxxxx Xxxxxxx as set forth herein; and
(v) the opinion of Neistat & Xxxxx, counsel to Seller, in the form
annexed hereto as Exhibit B.
1.05 Delivery by Buyer
Buyer shall make to Seller the payments provided in Section
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1.02(a) hereof.
2. ASSUMPTION OF CERTAIN LIABILITIES BY SELLER
Seller hereby assumes all liability claims by employees of CD, except for
accrued payroll and benefits as of the Closing Date for which Seller shall
have no responsibility, attributable to occurrences prior to the Closing
Date and agrees to indemnify and hold Buyer harmless from and against any
and all liabilities, claims, costs and expenses, including attorney's
fees, expended or incurred by Buyer with respect thereto. All such claims
made or, after diligent inquiry are known to Seller, are set forth on
Exhibit 5 hereto.
3. REPRESENTATIONS AND WARRANTIES BY SELLER
Seller hereby represents, warrants and covenants to Buyer as follows:
3.01(a)
CD is a corporation duly organized, validly existing, and in good standing
under the laws of the state of Connecticut and is duly qualified to do
business in all states in which such qualification is necessary.
3.01(b)
(i) The authorized capital stock of CD consists of 1,000 shares of
common stock, no par value, all of which are validly issued and
outstanding, fully paid and nonassessable. Seller owns all of such
shares and shall deliver on the Closing Date 850 (85%) of such
Shares, free and clear of any liens, claims, options, charges or
encumbrances of any kind or nature whatsoever.
(ii) Seller has the unqualified right to sell, assign and deliver the
Shares to Buyer and upon consummation of the transactions
contemplated by this Agreement, Buyer will acquire good and valid
title to the Shares free and clear of all liens, claims, options,
charges and encumbrances of any nature whatsoever, except
restrictions on resale imposed by applicable federal and/or state
laws and regulations.
(iii) There are no outstanding options, warrants or rights or other
agreements of any nature requiring or relating to the issuance by CD
of any shares of its capital stock.
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3.01(c)
CD has the corporate power and authority to carry on its business as
presently conducted.
3.01(d)
All obligations of Seller and CD under any Lease (as defined in Section
5.03 below) are current as of the Closing Date.
3.02 No Violation
Neither the execution and delivery of this Agreement nor the consummation
of the transactions contemplated hereby will constitute a violation or
default under any term or provision of the articles of incorporation or
bylaws of CD or of any material contract, commitment, indenture or other
agreement or restriction of any kind or character to which CD or Seller is
a party or by which CD or Seller is or may be bound.
3.03 Financial Statement
Seller has delivered to Buyer the unaudited Financial Statement of CD (the
"Financial Statement") as June 30, 1998 (the "Valuation Date"), a copy of
which is attached hereto as Exhibit 3. The Financial Statement is true and
correct in all material respects and a fair and accurate representation of
the financial condition and assets and liabilities (whether accrued,
absolute, contingent or otherwise) of CD as of such date, stated on a
basis consistent with that of previous periods.
3.04 Tax Returns
CD has duly filed all tax reports and returns required to be filed by it
and has duly paid or accrued (except as set forth below) all taxes and
other charges claimed to be due from it by federal, state or local taxing
authorities (including, without limitation, those due in respect of its
properties, income, franchises, licenses, sales and payrolls); there are
no tax liens upon any of CD's property or assets except for liens for
current taxes not yet due and payable or as set forth on Exhibit 6 hereto;
and except as may be noted on the Financial Statement, there are not now
nor does Seller have knowledge, after reasonable inquiry, of any pending
matters relating to or claims asserted for taxes or assessments against CD
or any of its assets except as disclosed herein. Buyer agrees to make CD's
books and records available to Seller at reasonable times in CD's or
Buyer's facility for review and copying during the pendency of this
transaction.
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3.05 Title to Properties; Encumbrances
CD has good and marketable title to all of its properties and assets, real
and personal, tangible and intangible, including without limitation the
property and assets reflected on the Financial Statement (except for
inventory and other properties and assets that have been sold or otherwise
disposed of in the ordinary course of the business of CD since the
Valuation Date). No such properties are subject to mortgage, pledge, lien,
conditional sale agreement, encumbrance or charge of any nature whatsoever
except: (a) liens shown on Exhibit 6 as securing specified liabilities
(with respect to which no default exists); (b) liens for current taxes not
yet due; and (c) minor imperfections of title and encumbrances, if any,
that are not substantial in amount, do not materially detract from the
value of the property subject thereto or materially impair the operations
of CD and have arisen only in the ordinary course of business consistent
with past practice.
3.06 Patents, Trademarks, Trade Names, Etc.
All patents, trademarks, trade names and assumed names, copyrights or
licenses therefor held by CD, all of which are set forth on Exhibit 12,
are valid and in good standing and free and clear of all liens and
encumbrances of any and every nature and are not involved in any pending
or threatened interference proceeding; to the best knowledge of Seller,
after reasonable inquiry, none of the products manufactured or sold by CD
and none of the formulae, processes, know-how or designations used in the
business of CD infringes on any patent, trade secret, trademark, trade
name or copyright of any other person.
3.07 Accounts Receivable
All accounts receivable of CD, as reflected in the Financial Statement, as
adjusted for ordinary business transactions between the Valuation Date and
the Closing Date, represent sales actually made in the ordinary course of
business and the reserve for collectibility of receivables as reflected in
the Financial Statement is adequate and was calculated in a way consistent
with past practice. Except to the extent set forth in Exhibit 7 hereto, or
for which adequate reserves have been established as reflected on the
Financial Statement, there are not now any questions, controversies or
disputes relating to any accounts receivable of CD.
3.08 Inventory, Equipment and All Other Assets
Inventory, equipment, and all other assets of CD reflected on the
Financial Statement, as adjusted for normal business transactions between
the Valuation Date and the Closing Date,
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except for any positive or negative cash balance which is excluded from
the transaction contemplated herein, are stated on the basis of actual
cost (less depreciation in the case of equipment) (the "Accounting
Value"). Immediately after the Closing Date, Buyer may engage an
independent public accountant, at Buyer's sole cost and expense, to audit
the inventory, equipment and other asset amounts for the purpose of
verifying the Accounting Value, i.e., the accounting methodology used to
determine the Accounting Value as opposed to fair market or net realizable
value. Such audit shall be completed within 30 days of the Closing Date or
Buyer shall be deemed to have waived its right to challenge, and shall be
deemed to have accepted, the Accounting Value. If the Accounting Value as
determined by such audit is more than five per cent (5%) less than that
represented by Seller, Seller and Buyer shall mutually select another
independent accountant to determine the Accounting Value, with such
determination being final. In such event, Seller and Buyer shall evenly
divide the cost and expense of the independent accountant. Buyer shall be
credited, dollar for dollar, with the amount by which the Accounting Value
as determined by the independent accountant is less than the Accounting
Value represented by Seller.
3.09 Undisclosed Liabilities
Except to the extent reflected or reserved against in the Financial
Statement, as of the Valuation Date CD had no liabilities or obligations
of any nature, whether absolute, accrued, contingent or otherwise and
whether due or to become due, except those that are not required by
generally accepted accounting principles to be included in the Financial
Statements. Further, Seller, following reasonable inquiry, does not know
or have any reasonable ground to know of any basis for the assertion
against CD as of the Valuation Date, of any liability or obligation of any
nature or in any amount not fully reflected or reserved against in the
Financial statement.
3.10 Absence of Certain Changes
CD has not, since the Valuation Date;
3.10(a)
Suffered any material adverse change in its financial condition, assets,
liabilities, business or prospects, except those set forth in Exhibit 20
hereto;
3.10(b)
Incurred any obligation or liability (whether absolute,
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accrued, contingent or otherwise) other than in the ordinary course of
business and consistent with past practice or with respect to the Lease;
3.10(c)
Paid any claim or discharged or satisfied any lien or encumbrance or paid
or satisfied any liability (whether absolute, accrued, contingent or
otherwise) other than liabilities shown or reflected in the Financial
Statement or liabilities incurred since the Valuation Date in the ordinary
course of business and consistent with past practice;
3.10(d)
Permitted or allowed any of its assets, tangible or intangible, to be
mortgaged, pledged or subjected to any liens or encumbrances;
3.10(e)
Written down the value of any inventory or written off as uncollectible
any notes or accounts receivable or any portion thereof except for write
offs of such items in the ordinary course of business;
3.10(f)
Cancelled any other debts or claims or waived any rights of substantial
value or sold or transferred any of its assets or properties, tangible or
intangible, other than in the ordinary course of business and consistent
with past practice;
3.10(g)
Disposed of or permitted to lapse any material patent, trademark or
copyright or any application for any material patent, trademark or
copyright;
3.10(h)
Disposed of or disclosed to any person any trade secret, formula, process
or other know-how except pursuant to inquiries to purchase CD or its
assets for which Confidentiality Agreements were obtained by Seller, all
of which agreements are annexed hereto as Exhibit 8;
3.10(i)
Granted any general uniform increase in the compensation of employees
(including any increase pursuant to any bonus, pension, profit-sharing or
plan or commitment) or any
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substantial increase in any compensation payable or to become payable to
any officer or employee, and no such increase (whether general or
otherwise) is required pursuant to any existing employment agreements or
otherwise;
3.10(j)
Made any capital expenditures or commitments in excess of $10,000 for
additions to property, plant or equipment;
3.10(k)
Declared, paid or set aside for payment to its stockholders, any dividend
or other distribution in respect of its capital stock or redeemed or
purchased or otherwise acquired any of its capital stock or any options
relating thereto or agree to take any such action; or
3.10(l)
Made any material change in any method of accounting or accounting
practice.
3.11 Litigation
Except to the extent set forth in Exhibit 9 hereto there are no actions,
proceedings or investigations pending or, after reasonable inquiry to the
knowledge of Seller, threatened against CD and Seller does not know or
have any reason to know of any basis for any such action, proceeding or
investigation.
3.12 Disclosure
Seller has disclosed to Buyer all facts material to the assets, prospects
and business of CD known to Seller. No representation or warranty by
Seller contained in this Agreement and no statement contained in any
exhibit, list, certificate or writing furnished to Buyer pursuant to the
provisions hereof or in connection with the transactions contemplated
hereby contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained herein
or therein not misleading or necessary in order to provide a prospective
purchaser of the business of CD with accurate and complete information
which any reasonable purchaser of CD would desire as to CD and its
affairs.
3.13 Exhibits
Each of the Exhibits to this Agreement is incorporated into this Agreement
and made a part hereof, and is true, accurate and complete.
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3.15 Material Events or Conditions
After reasonable inquiry, to the best knowledge of Seller, there is no
event or condition of any kind or character pertaining to the business,
assets or prospects of CD that may materially or adversely affect such
business, assets or prospects.
4. REPRESENTATIONS AND WARRANTIES BY BUYER
Buyer hereby represents, warrants and covenants to Seller as follows:
4.01 Organization, Etc.
Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the state of California.
4.02 Authority
The execution and delivery of this Agreement by Buyer and the consummation
by Buyer of the transactions contemplated hereby have been duly authorized
by the board of directors of Buyer. The officers of Buyer acting on behalf
of Buyer with respect to these transactions and executing this Agreement
on behalf of Buyer have been duly authorized by all necessary and
appropriate corporate action to take such actions and to execute this
Agreement.
4.03 No Violation
Neither the execution nor the delivery of this Agreement, nor the
consummation of the transactions contemplated hereby will constitute any
violation or default under any term or provision of the articles of
incorporation or bylaws of Buyer or of any material contract, commitment,
indenture or other agreement or restriction of any kind or character to
which Buyer is a party or by which Buyer is bound.
4.04 Investment Experience
Buyer has significant knowledge and experience in financial and business
matters enabling it to evaluate the significant risks associated with its
acquisition of the Shares.
4.05 Insurance
Seller hereby assigns to Buyer the benefits under and proceeds of each and
all existing policies of insurance coverage relating to products or
services provided by CD of which policies Seller or CD is a beneficiary.
Copies of all such policies shall be delivered to Buyer at the Closing.
Seller
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further agrees to cause CD to be named the sole insured under such
policies and to deliver evidence thereof satisfactory to Buyer within 30
days of the Closing Date. Such benefits and proceeds shall be utilized in
satisfaction of claims, liabilities, costs and expenses of CD, if any,
related to occurrences prior to the Closing Date. Following the payment of
such benefits and proceeds, the indemnification provisions of Section 5.02
of this Agreement shall apply.
5. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION
5.01 Survival of Representations
All representations, warranties and agreements made by any party in this
Agreement or pursuant hereto shall survive the execution and delivery
hereof for a period of three years.
5.02 Indemnification
(a) Seller shall indemnify Buyer in respect of all claims, demands,
losses and damages (collectively, "Damages") that Buyer or CD shall
incur or suffer which arise from or are attributable to any
inaccuracy or breach of Seller's representations and warranties
relating to occurrences which may have taken place prior to the
Closing Date. The indemnification provided for under this Section
shall include but not be limited to all costs, claims, damages,
liabilities and expenses of any nature arising out of or based upon
the operations of CD and product warranty claims against CD
including reasonable costs of investigation, attorneys' fees and
expenses.
(b) Assertion by Buyer of its right to indemnification under this
Section 5.02 shall not preclude the assertion by Buyer of any other
rights or the seeking of any other remedies against Seller.
(c) In case any claim, investigation or action shall arise against CD
for which Seller shall be liable to indemnify Buyer hereunder
(referred to herein as a "claim") the defense of any such claim
shall be undertaken by Seller utilizing counsel of Seller's choice
who shall be reasonably satisfactory to Buyer. In the event that
Buyer shall seek to employ separate counsel to defend its interests
with respect to any claim, it shall do so at its own cost and
expense and Buyer shall not be entitled to indemnification from
Seller with respect thereto. Promptly after receipt by either Buyer
or Seller of notice of a claim, the party receiving such notice
shall notify the other party. Buyer shall cooperate in all respects
with Seller and counsel selected by Seller in
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connection with the investigation and defense of any claim.
5.03 Existing Lease
Exhibit 10 contains a true and complete copy of the Lease Agreement dated
February 12, 1997 between Harvest Associates as landlord and Prime
Software, Inc., dba Trak Systems as tenants on Seller's business premises,
commonly described as 000 Xxxxx Xxxxxx Ind. Road, Harvest Park Building
#5, Wallingford, Connecticut (the "Premises").
As further consideration for the purchase hereunder, Buyer agrees to
assume and fulfill Seller's obligations to pay all rent under the Lease
after the Closing Date for so long as CD may continue to occupy the
Premises, and to indemnify and hold the Seller harmless from any claims
by, or demands from, the Landlord under the Lease related to, or arising
from any failure to make such payments. Buyer will indemnify Seller from
any liabilities and expenses resulting from its and/or CD's occupancy of
the Premises and termination of the Lease following the Closing Date.
6. MISCELLANEOUS
6.01 Expenses
All fees and expenses incurred by Seller in connection with the
transactions contemplated by this Agreement shall be borne by Seller and
all fees and expenses incurred by Buyer in connection with the
transactions contemplated by this Agreement shall be borne by the Buyer.
6.02 Further Assurances
From time to time, at Buyer's request and without further consideration,
Seller at its own expense will execute and transfer such documents and
will take such other action as Buyer may reasonably request in order to
more effectively consummate the transactions contemplated hereby.
6.03 Parties and Interests
All the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective
heirs, beneficiaries, representatives, successors and permitted assigns of
the parties hereto.
6.04 Prior Agreements; Amendments
This Agreement supersedes all prior agreements and
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understandings between the parties with respect to the subject matter
hereof. This Agreement may be amended only by a written instrument duly
executed by the parties hereto or their respective successors or assigns.
6.05 Headings
The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretations of this Agreement.
6.06 Governing Law and Judicial Proceedings
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the state of California without regard to its
conflict of laws rules. Any judicial proceedings brought by Buyer against
Seller with respect to this Agreement must be brought in a court of
competent jurisdiction in the County of Los Angeles, State of California.
6.07 Notices
All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered or
mailed (registered or certified mail, postage prepaid, return receipt
requested) as follows:
If to Buyer:
Palisades Capital, Inc.
000 Xxxxx Xx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: President
Telephone: (310) 546 - 5437
Facsimile: (310) 546 - 2807
With a copy to:
Xxxxx X. Xxxxx, Esq.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (310) 553 - 9009
Facsimile: (310) 553 - 9693
and
00
Xxxxx Xxxxx XxXxx, Xxx.
XxXxx, Xxxxx and Xxxxxxx
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Telephone: (310) 772 - 0836
Facsimile: (310) 772 - 0239
If to Seller:
Xxxxxxx Xxxxxxx
CD Universe
000 Xxxxx Xxxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxxxxx 00000
Telephone: (203) 265 - 3440
Facsimile: (203) 269 - 3930
With a copy to:
Xxxxx Xxxxx, Esq.
Neistat & Mason
00 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Telephone: (860) 666 - 6022
Facsimile: (860) 666 - 6710
7.08 Counterparts
This Agreement may be executed simultaneously in several Counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
7.09 No Third Party Beneficiaries
This Agreement is for the benefit of Buyer and Seller only and is not
intended to nor shall it operate to create any third party beneficiary or
other rights in any other person or entity.
7.10 Assignment
Neither party may assign its rights under this Agreement or delegate its
duties or obligations hereunder absent the prior written consent of the
other party.
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7.11 Brokers
If either party has retained, or is claimed to have retained, a broker or
finder in connection with this transaction, the party which so retained,
or is claimed to have retained, the broker or finder shall indemnify and
hold the other party harmless from any and all claims, fees and/or
compensation sought by such actual or alleged broker or finder.
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto
on the date first above written.
PALISADES CAPITAL, INC.
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx, President
CD UNIVERSE, INC.
By: /s/ Xxxxxxx Xxxxxxx, President
---------------------------------
Xxxxxxx Xxxxxxx, President
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, an individual
17
