AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN
AUTO NETWORK GROUP, INC.
AND
XXXXXX REMARKETING SERVICES, INC.
THIS AGREEMENT AND PLAN OF REORGANIZATION, made and entered into as of the
31st day of March, 1999, by and between Auto Network Group, Inc., a Arizona
corporation ("ANET"), and Xxxxxx Remarketing Services, Inc., a Minnesota,
corporation ("XXXXXX").
WHEREAS, the Boards of Directors of ANET and XXXXXX have determined that
it is in the best interests of ANET and XXXXXX and their respective shareholders
to consummate a strategic combination of the companies;
WHEREAS, the strategic combination contemplated by this Agreement will be
effected by the merger of XXXXXX with and into ANET with the shareholders of
XXXXXX receiving in exchange for their shares of XXXXXX common stock an
aggregate of 2,050,000 shares authorized by unissued shares of common stock, no
par value, of ANET, an aggregate of $125,000 in cash and $425,000 in notes of
ANET (the "Merger"); and
WHEREAS, ANET and XXXXXX desire that the Merger be made on the terms and
subject to the conditions set forth in this Agreement and qualify as a tax-free
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code").
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
1.1 THE MERGER. Subject to all of the terms and conditions of this
Agreement, XXXXXX will merge with and into ANET and ANET shall be the surviving
corporation.. As a result of the Merger, each share of XXXXXX common stock shall
be converted and exchangeable into 2,562,5 shares of ANET common stock, $156.25
in cash and $531.25 in notes. The notes will be in the form of Exhibit 1.1
attached hereto (the "Notes").
1.2 EXEMPTION FROM REGISTRATION. The parties hereto intend that the common
stock to be issued by ANET to the shareholders of XXXXXX shall be exempt from
the registration requirements of the Securities Act of 1933, as amended (the
"Act"), pursuant to Section 4(2) and/or 3(b) of the Act and the rules and
regulations promulgated thereunder. ANET agrees that it shall provide
registration rights to the shareholders of XXXXXX pursuant to the registration
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rights agreement containing the terms set forth on Exhibit 1.2 attached hereto
(the "Registration Rights Agreement").
1.3 INVESTMENT INTENT. Prior to the consummation of the Merger, the
shareholders of XXXXXX shall execute letters of acceptance in the form of
Exhibit 1.3 attached hereto (the "Investment Intent Agreement") containing among
other things, representations and warranties relating to investment intent and
investor status, restrictions on transferability and restrictive legends, such
that the counsel for both ANET and XXXXXX shall be satisfied that the exchange
of shares as contemplated by this Agreement will be exempt from the registration
requirements of the Act.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF XXXXXX
XXXXXX hereby represents and warrants to ANET that:
2.1 ORGANIZATION. XXXXXX is a corporation duly organized, validly
existing, and in good standing under the laws of Minnesota, and has all
necessary corporate powers to own its properties and to carry on its business as
now owned and operated by it, and is duly qualified to do business and is in
good standing in each of the jurisdictions where its business requires
qualification.
2.2 CAPITAL. The authorized capital stock of XXXXXX consists of 1,000,000
shares of common stock, $.01 par value, of which 800 shares are currently issued
and outstanding. All of the issued and outstanding shares of XXXXXX are duly and
validly issued, fully paid, and non-assessable.
2.3 SUBSIDIARIES. As of the date hereof, XXXXXX does not have any
subsidiaries or own any interest in any other enterprise (whether or not such
enterprise is a corporation) except as disclosed herein.
2.4 DIRECTORS AND OFFICERS. Exhibit 2.4 to this Agreement, the text of
which is hereby incorporated herein by reference, contains the names and titles
of all directors and officers of XXXXXX as of the date of this Agreement.
2.5 FINANCIAL STATEMENTS. Exhibit 2.5 to this Agreement, the text of which
is hereby incorporated herein by reference, consists of the unaudited financial
statements of XXXXXX'x remarketing business as of December 31, 1998 and February
28, 1999, containing the unaudited balance sheets and income statements of
XXXXXX'x remarketing business. The financial statements have been prepared in
accordance with generally accepted accounting principles consistently followed
by XXXXXX throughout the period indicated, and fairly present the financial
position of XXXXXX'x remarketing business as of the date of the balance sheet.
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2.6 ABSENCE OF CHANGES. Since the date of the balance sheet included in
Exhibit 2. 5, there has not been any change in the financial condition or
operations of XXXXXX, except for (a) changes in the ordinary course of business,
which changes have not in the aggregate been materially adverse, and (b) the
Distributions as defined and described in Exhibit 2.6.
2.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of the date of the balance
sheet included in Exhibit 2.5, XXXXXX did not have any material debt, liability,
or obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, that is not reflected in such balance sheet,
except for those that are subject to the Distributions. Xx. Xxxxxx X. Xxxxxx
agrees to provide his personal guarantee on any and all liabilities that may
arise from activities of XXXXXX that may have arisen prior to the effective date
of the acquisition that are not disclosed on the financial statements referenced
above or did not arise in the ordinary course of XXXXXX'x remarketing business
after the date of such financial statements.
2.8 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing
or otherwise mitigating the representations contained herein, ANET and/or its
attorneys shall have the opportunity to meet with accountants and attorneys to
discuss the financial condition of XXXXXX. XXXXXX shall make available to ANET
and or its attorneys all books and records of XXXXXX once reasonable notice of
such request has been given.
2.9 COMPLIANCE WITH LAWS. XXXXXX has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and regulations
(including, without limitation) any applicable building, zoning or other law,
ordinance regulation) affecting its properties or the operation of its business.
2.10 LITIGATION. XXXXXX is not a party to any legal action, arbitration,
administrative or other proceeding, or governmental investigation pending or, to
the best knowledge of XXXXXX, threatened against or affecting XXXXXX or its
business, assets or financial condition. XXXXXX is not in default with respect
to any order, writ, injunction or decree of any federal, state, local or foreign
court, department, agency or instrumentality. XXXXXX is not engaged in any legal
action to recover monies due to it.
2.11 AUTHORITY. The Board of Directors of XXXXXX has authorized the
execution of this Agreement and the consummation of transactions contemplated
herein, and XXXXXX has full power and authority to execute, deliver and perform
this Agreement and this Agreement in a legal, valid and binding obligation of
XXXXXX, and is enforceable in accordance with its terms and conditions.
2.12 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by XXXXXX and the performance by XXXXXX of its obligations hereunder
in the time and manner contemplated will not cause, constitute or conflict with
or result in (a) any breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instruments, articles of incorporation, bylaws, or other agreement or instrument
to which XXXXXX is a party, or by which it may be bound, nor will any consents,
approvals or authorizations of any party be required for the consummation of the
transactions
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contemplated by this Agreement, except as set forth on Exhibit 2.12, (b) an
event that would permit any party to any agreement or instrument to terminate it
or to accelerate the maturity of any indebtedness or other obligation of XXXXXX,
or (c) any event that would result in the creation or imposition of any lien,
charge, or encumbrance on any asset of XXXXXX, for the consummation of the
transactions contemplated by this Agreement, except as set forth on Exhibit
2.12.
2.13 FULL DISCLOSURE. None of the representations and warranties made by
XXXXXX herein, or in any exhibit, certificate furnished or to be furnished by
XXXXXX, or on its behalf, contains or will contain any untrue statement of
material fact, or omit any material fact the omission of which would be
misleading.
2.14 ASSETS. XXXXXX has good and marketable title to all of its property
reflected on the balance sheets referred to in Section 2.5, free and clear of
any and all liens, claims and encumbrances of any nature, form or description.
2.15 INDEMNIFICATION. XXXXXX agrees to defend and hold ANET harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies, including
interest, penalties, and reasonable attorney fees, that it shall incur or
suffer, which arise out of, result from or relate to any breach of, or failure
by XXXXXX to perform any of its respective representations, warranties,
covenants and agreements in this Agreement or in any exhibit or other instrument
furnished or to be furnished by XXXXXX under this Agreement.
ARTICLE III
ANET represents and warrants to XXXXXX that:
3.1 ORGANIZATION. ANET is a corporation duly organized, validly existing,
and in good standing under the laws of the state of Arizona, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the jurisdictions where its business requires qualification.
3.2 CAPITAL. The authorized capital stock of ANET consists of 100,000,000
shares of common stock, of which 18,068,417 shares are outstanding. All of the
issued and outstanding shares are duly and validly issued, fully paid and
non-assessable. There are no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments obligating
ANET to issue or to transfer any additional shares of its capital stock of any
class, except as set forth on Exhibit 3.2.
3.3 SUBSIDIARIES. ANET does own subsidiaries and does have interests in
any enterprises which are included in its financial statements (whether or not
such enterprise is a corporation).
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3.4 DIRECTORS AND OFFICERS. Exhibit 3.4, annexed hereto and hereby
incorporated herein by reference, contains the names and title of all directors
and of ricers of ANET as of the date of this Agreement.
3.5 FINANCIAL STATEMENTS. Exhibit 3.5, annexed hereto and hereby
incorporated herein by reference, consists of the unaudited financial statements
of ANET as of December 31, 1998 and February 28, 1999 containing the balance
sheets and income statements of ANET. The financial statements have been
prepared in accordance with generally accepted accounting principles end
practices consistently followed by ANET throughout the period indicated, and
fairly present the financial position of ANET as of the date of the balance
sheet.
3.6 ABSENCE OF CHANGES. Since February 28, 1999,there has not been any
change in the financial condition or operations of ANET, except for changes in
the ordinary course of business, which changes have not in the aggregate been
materially adverse.
3.7 ABSENCE OF UNDISCLOSED LIABILITIES. As of February 28, 1999, ANET did
not have any material debt, liability, or obligation of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due,
that is not reflected in ANET's balance sheet as of February 28, 1999.
3.8 INVESTIGATION OF FINANCIAL CONDITION. Without in any manner reducing
or otherwise mitigating the representations contained herein, XXXXXX shall have
the opportunity to meet with ANET's accountants and attorneys to discuss the
financial condition of ANET. ANET shall make available to XXXXXX all books and
records of ANET once reasonable notice of such request has been given.
3.9 COMPLIANCE WITH LAWS. ANET has complied with, and is not in violation
of, applicable federal, state or local statutes, laws and regulations
(including, without limitation, any applicable building, zoning, or other law,
ordinance, or regulation) affecting its properties or the operation of its
business.
3.10 LITIGATION. ANET is not a party to any legal action, arbitration,
administrative, or other proceeding, or governmental investigation pending or,
to the best knowledge of ANET, threatened against or affecting ANET or its
business, assets, or financial condition. ANET is not in default with respect to
any order, writ, injunction, or decree of any federal, state, local, or foreign
court, department agency, or instrumentality. ANET is not engaged in any legal
action to recover moneys due to it.
3.11 AUTHORITY. The Board of Directors and shareholders of ANET have
authorized the execution of this Agreement and the transactions contemplated
herein, and ANET has full power and authority to execute, deliver and perform
this Agreement and this Agreement is the legal, valid and binding obligation of
ANET, and is enforceable in accordance with its terms and conditions.
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3.12 ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery of this
Agreement by ANET and the performance by ANET of its obligations hereunder will
not cause, constitute, or conflict with or result in (a) any breach or violation
of any of the provisions of or constitute a default under any license,
indenture, mortgage, charger, instrument, certificate of incorporation, bylaw,
or other agreement or instrument to which ANET is a party, or by which it may be
bound, nor waive any consents or authorizations of any part other than those
hereto be required, (b) an event that would permit any party to any agreement or
instrument to terminate it or to accelerate the maturity of any indebtedness or
other obligation of ANET, or (c) an event that would result in the creation or
imposition of any lien, charge, or encumbrance on any asset of ANET.
3.13 FULL DISCLOSURE. None of the representations and warranties made by
ANET herein, or in any exhibit, certificate or memorandum furnished or to be
furnished by ANET, or on its behalf, contains or will contain any untrue
statement of material fact, or omit any material fact the omission of which
would be misleading.
3.14 ASSETS. ANET has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances.
3.15 INDEMNIFICATION. ANET agrees to indemnify, defend and hold XXXXXX
harmless against and in respect of any and all claims, demands, losses, costs,
expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that they shall
incur and suffer, which arise out of, result from or relate to any breach of, or
failure by ANET to perform any of its representations, warranties' covenants or
agreements in this Agreement or in any schedule, certificate, exhibit or other
instrument furnished or to be furnished by ANET under this Agreement.
ARTICLE IV
COVENANTS
4.1 INVESTIGATIVE RIGHTS. From the date of this Agreement until the
Closing Date, each party shall provide to the other party, and such other
party's counsels, accountants, auditors, and other authorized representatives,
access during normal business hours and upon reasonable advance written notice
to all of each party's properties, books, contracts, commitments, and records
for the purpose of examining the same. Each party shall provide the other party
with all information concerning each party's affairs as the other party may
reasonably request.
4.2 CONDUCT OF BUSINESS. Prior to the Closing, ANET and XXXXXX shall each
conduct its business in the normal course, and shall not sell, pledge, or assign
any assets, without the prior approval of the other party, except in the regular
course of business, except for the Distributions by XXXXXX. Neither ANET or
XXXXXX shall amend its Articles of Incorporation (except as described herein) or
Bylaws, declare dividends, redeem or sell stock or other securities, incur
additional liabilities, acquire or dispose of fixed assets, change employment
terms, enter into any material or long-term contract, guarantee obligations of
any
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third party, settle or discharge any balance sheet receivable for less than
its stated amount, pay more on any liability than its stated amount, or enter
into any other transaction other than in the regular course of business.
4.3 REQUIRED CORPORATE ACTION BY XXXXXX. XXXXXX shall cause a meeting of
its shareholders to be duly called and held as soon as practicable for the
purpose of voting on the approval of this Agreement.
4.4 PUBLIC ANNOUNCEMENTS. Prior to closing, no public announcement of the
execution of this Agreement or the transactions contemplated hereby shall be
made unless XXXXXX and ANET both consent.
4.5 TAX-FREE REORGANIZATION. The parties agree that the Merger will
constitute a tax-free reorganization under Section 368(a) of the Code and will
take all actions as may be necessary to effect and defend such tax-free
reorganization treatment.
ARTICLE V
CONDITIONS PRECEDENT TO ANET'S PERFORMANCE
5.1 CONDITIONS. ANET's obligations hereunder shall be subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article V. ANET may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by ANET of any other condition of or any of ANET's
other rights or remedies, at law or in equity, if XXXXXX shall be in default of
any of their representations, warranties, or covenants under this Agreement.
5.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by XXXXXX in this Agreement or in
any written statement that shall be delivered to ANET by XXXXXX under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
5.3 PERFORMANCE. XXXXXX shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
5.4 ABSENCE OF LITIGATION. No action, suit, or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against ANET on or before the Closing Date.
5.5 APPROVALS AND CONSENTS. XXXXXX shall have obtained the consents and
approvals referred to on Exhibit 2.12.
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5.6 FINANCIAL CONDITION OF XXXXXX. On the Closing Date, the assets and
liabilities of XXXXXX shall not be significantly different than the amounts
shown on its balance sheet included in Exhibit 2.5 hereto except for changes in
the ordinary course of business.
ARTICLE VI
CONDITIONS PRECEDENT TO XXXXXX'X PERFORMANCE
6.1 CONDITIONS. XXXXXX'x obligations hereunder shall subject to the
satisfaction, at or before the Closing, of all the conditions set forth in this
Article VI. XXXXXX may waive any or all of these conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by XXXXXX of any other condition of or any of XXXXXX'x
rights or remedies, at law or in equity, if ANET shall be in default of any of
its representations, warranties, or covenants under this Agreement.
6.2 ACCURACY OF REPRESENTATIONS. Except as otherwise permitted by this
Agreement, all representations and warranties by ANET in this Agreement or in
any written statement that shall be delivered to XXXXXX by ANET under this
Agreement shall be true and accurate on and as of the Closing Date as though
made at that time.
6.3 PERFORMANCE. ANET shall have performed, satisfied, and complied with
all covenants, agreements, and conditions required by this Agreement to be
performed or complied with by it, on or before the Closing Date.
6.4 ABSENCE OF LITIGATION. No action, suit or proceeding before any court
or any governmental body or authority' pertaining to the transaction
contemplated by this Agreement or to its consummation, shall have been
instituted or threatened against XXXXXX on or before the Closing date.
6.5 APPROVALS AND CONSENTS. XXXXXX shall have obtained the consents and
approvals referred to on Exhibit 2.12.
6.6 FINANCIAL CONDITION OF ANET. On the Closing Date, the assets and
liabilities of ANET shall not be significantly different than the amounts shown
on its balance sheet included in Exhibit 2.5 hereto except for changes in the
ordinary course of business.
ARTICLE VII
CLOSING
7.1 CLOSING. Subject to the conditions set forth in Article V and VI, the
Closing of this transaction shall be held at the of offices of Auto Network
Group, Inc., 0000 X. Xxxxxxxx, Xxxxx 0, Xxxxxxxxxx, XX 00000 or such other place
as shall be mutually agreed by the parties. At
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the Closing, the following documents, in form reasonably acceptable to counsel
to the parties or as set forth hereby shall be delivered:
By ANET:
A. An officer's certificate, dated the Closing Date, that all
representations, warranties, covenants, and conditions set forth in this
Agreement on behalf of ANET are true and correct as of, or have been fully
performed and complied with by the Closing date.
B. A signed Consent and/or Minutes of the Directors of ANET approving this
Agreement and each matter to be approved by the Directors of ANET under this
Agreement.
C. The Registration Rights Agreement signed by ANET.
D. A signed Articles of Merger to effect the merger of XXXXXX with and
into ANET.
By XXXXXX:
A. An officer's certificate' dated the Closing Date, that all
representations, warranties, covenants, and conditions set forth in this
Agreement on behalf of XXXXXX are true and correct as of, or have been fully
performed and complied with by the Closing Date.
B. A signed Consent or Minutes of the Directors and Shareholders of XXXXXX
approving this Agreement and each matter to be approved by the Directors of
XXXXXX under this Agreement.
C. Signed Investment Agreements from the shareholders of XXXXXX.
D. A guaranty as contemplated by Section 2.7 signed by Xxxxxx X. Xxxxxx.
E. A signed Articles of Merger to effect the merger of XXXXXX with and
into ANET.
7.2 ISSUANCE OF ANET STOCK. As promptly as practicable after the Closing
Date, each holder of an outstanding certificate or certificates representing
shares of XXXXXX common stock shall surrender the same to ANET, and shall
receive, in exchange, a certificate or certificates representing the number of
shares of ANET common stock for which the shares of XXXXXX common stock
represented by the certificate or certificates shall have been exchanged.
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ARTICLE VIII
REMEDIES
8.l DISPUTES. Any dispute that might arise over the enforcement,
interpretation or execution of this Agreement prior to the Closing and which is
not amicably settled will be submitted to arbitration in Denver, Colorado,
before a panel of arbitrators selected as follows:
Within ten (10) days of demand by either party for arbitration, each party
will select one (1) arbitrator and those two arbitrators wait select a term
arbitrator and those three (3) persons shall constitute the panel of
arbitrators. The arbitrators will conduct the hearings on continuous business
days, and their decisions wait be by majority vote. All costs of the arbitrators
will be shared equally, but the arbitrators are authorized to award costs and
counsel fees to the prevailing party, if necessary. All documents to be brought
into evidence will be produced within 10 days of notice of request for
arbitration.
8.2 COSTS. If any legal action or any arbitration 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
of this Agreement, the successful or prevailing party or parties shall be
entitled to recover reasonable attorney's fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be
entitled.
8.3 TERMINATION. In addition to the other remedies, any of the parties
hereto may on the Closing Date terminate this Agreement, without liability:
(i) If the Merger has not been consummated by April 15, 1999; or
(ii) If ANET and XXXXXX mutually agree in writing to terminate this
Agreement; or
(iii) If any bona fide action or proceeding shall be pending against any
of the parties hereto on the Closing Date that could result in an unfavorable
judgment, decree, or order that would prevent or make unlawful the carrying out
of this Agreement or if any agency of the federal or of any state government
shall have objected at or before the Closing Date to this acquisition or to any
other action required by or in connection with the Agreement.
ARTICLE IX
MISCELLANEOUS
9.1 CAPTIONS AND HEADINGS. The Article and paragraph headings throughout
this Agreement are for convenience and reference only, and shall in no way be
deemed to define, limit, or add to the meaning of any provision of this
Agreement.
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9.2 NON-WAIVER. Except as otherwise expressly provided herein, no waiver
of any covenant, condition, or provision of this Agreement shall be deemed to
have been made unless expressly in writing and signed by the party against whom
such waiver is charged; and (i) the failure of any party to insist in any one or
more cases upon the performance of any of the provisions, covenants, or
conditions of this Agreement or to exercise any option herein contained shall
not be construed as a waiver or relinquishment for the fixture of any such
provisions, covenants, or conditions, (ii) the acceptance of performance of
anything required by this Agreement to be performed with knowledge of the breach
or failure of a covenant, condition, or provisions hereof shall not be deemed a
waiver of such breach or failure, and (ii) no waiver by any party of one breach
by another party shall be construed as a waiver with respect to any other or
subsequent breach.
9.3 TIME OF ESSENCE. Time is of the essence of this Agreement and of each
and every provision hereof.
9.4 CHOICE OF LAW. This Agreement and its application shall be governed by
the laws of the State of Arizona.
9.5 COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9.6 NOTICES. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given, or on the third day after mailing if mailed to the party to whom
notice is to be given by first class mail, registered or certified, postage
prepaid, and properly addressed as follows:
For ANET:
Xxxx Xxxxxxxxxxx
Auto Network Group, Inc.
0000 X. Xxxxxxxx, Xxxxx 0
Xxxxxxxxxx, XX 00000
For XXXXXX:
Xxxxxx Xxxxxx, President
Xxxxxx Remarketing Services, Inc.
000 Xxxx Xxxx
Xxxxxxxxxxx, XX 00000
9.7 BINDING EFFECT. This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives, successors and assigns of each of
the parties to this
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Agreement. The XXXXXX shareholders are third party beneficiaries of the
representations, warranties and covenants of ANET contained in this Agreement
and the Exhibits hereto.
9.8 EFFECT OF CLOSING. All representations, warranties, covenants, and
agreements of the parties contained in this Agreement, or in any instrument,
certificate, opinion, or other writing provided for in it, shall survive the
Closing of this Agreement.
9.9 MUTUAL COOPERATION. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further actions as may be necessary or convenient to effect the transaction
described herein.
9.10 ANNOUNCEMENTS. Subject to Section 4.6, ANET and XXXXXX will consult
and cooperate with each other as to the timing and content of any announcements
of the transactions contemplated hereby to the general public or to employees,
customers or suppliers.
9.11 EXPENSES. Each party will pay its own legal, accounting and any other
out-of-pocket expenses reasonably incurred in connection with this transaction,
whether or not the transaction contemplated hereby is consummated.
9.12 EXHIBITS. As of the execution hereof, the parties hereto have
provided each other with the Exhibits provided for herein above, including any
items referenced therein or required to be attached thereto. Any material
changes to the Exhibits shall be immediately disclosed to the other party.
9.13 EFFECTIVE DATE. This Agreement is to be deemed effective on March 31,
1999.
IN WITNESS WHEREOF, the parties hereto hereby set their hands as of the
day and year first above written.
XXXXXX REMARKETING SERVICES, INC.
By:/S/XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx, President
AUTO NETWORK GROUP, INC.
By:/S/XXXX XXXXXXXXXXX
Xxxx Xxxxxxxxxxx, President
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