Exhibit 2.1
REORGANIZATION PLAN AND AGREEMENT
---------------------------------
A PLAN AND AGREEMENT dated as of May 15, 2002 by and among INNOVATION
INTERNATIONAL, INC., a Delaware corporation ("INNO"), ALVIERO MARTINI WORLDWIDE,
LTD., a Nevada corporation organized on April 29, 2002 by INNO ("AWW"), and MR.
ALVIERO MARTINI, individually ("MARTINI") the majority shareholder of Alviero
Martini, SpA, an Italian company limited by shares (SpA) which is not a party
hereto..
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS: INNO is owned by more than 400 shareholders residing
in 26 States (the "Shareholders"); and AWW, organized and
controlled by INNO has issued no shares of its stock; and
50.1% of the stock of SpA is owned or controlled by MARTINI as
more fully determined by Exhibit A hereto ; and
WHEREAS, the Board of Directors of AWW has approved a plan to acquire
the afore referred 50.1% of SpA from MARTINI, and MARTINI desires to transfer
the same to AWW as provided herein, in exchange for the Consideration described
herein, and subject to the condition that AWW be severed from INNO hereunder;
and
NOW, THEREFORE, in consideration of the foregoing and the mutual premises herein
set forth, and subject to the terms and conditions hereof, the parties agree as
follows:
1. DISTRIBUTION OF AWW SHARES AND ACQUISITION OF SPA SHARES. Prior to the
Closing Date defined herein, the Boards of Directors of INNO and AWW
shall each have approved a plan to distribute 2,000,000 shares of AWW
common stock and common stock purchase warrants entitling the holders
thereof to purchase an additional 2,000,000 shares of AWW common stock
as more fully described herein below, to all shareholders of INNO,
pro-rata to the shares of Inno then held by them. The common stock and
the warrants will not be distributed as units and will be immediately
separable form each other when issued. The actual distribution to INNO
shareholders shall be postponed only until a Registration Statement
pursuant to the U. S. Securities Act of 1933, as amended, on Form SB-2
to register said shares has been prepared, filed and become effective.
Nothing herein contained shall diminish the obligations set forth
herein pursuant to which INNO shall distribute or cause AWW to
distribute 2,000,000 shares of the $.001 par value Common Stock plus
Warrants to purchase an additional 2,000,000 such common shares of AWW,
to the Shareholders. On the Closing Date, AWW shall issue and deliver
to the MARTINI the consideration described below in exchange for the
5o.1% of SpA stock owned by him, whereupon SpA shall then have become a
50.1 % owned subsidiary of AWW.
2. CONSIDERATION. In consideration of the acquisition of MARTINI's shares
of SpA, AWW shall issue and deliver an aggregate of eighteen million
(18,000,000) shares of its common stock to MARTINI.
3. THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on the first business day
following the date upon which special counsel for AWW advises the
parties that registration of AWW's common stock on form SB-2 has become
effective. The closing shall take place in Hingham, Massachusetts, USA.
4. REPRESENTATIONS OF MARTINI CONCERNING SPA. MARTINI represents and
warrants to INNO and AWW as follows:
Organization. SpA is duly organized and validly exists as a
corporation limited by shares under the laws of Italy as described
herein. The Company is operated from its business and design
headquarters in Xxx Xxxxxxxxxxxxx, Xxxxx, Xxxxx.
In addition, SpA has owned 100% of Alviero Martini, Inc. (NYC)
which in turn holds title to NYC residential property representing
Xx. Xxxxxxx'x New York residence. Alviero Martini, Inc. will be
transferred from SpA to MARTINI prior to the closing date. There
are no other subsidiaries or minority interests in subsidiaries
which are significant to or material in the operation of SpA's
business around the World. As of the date hereof, SpA (or MARTINI
or Other) holds the exclusive rights to the marks, logos, styles,
designs used in the manufacture and marketing of Alviero Martini
products and the designation Prima Classe used in connection
therewith throughout the World. MARTINI and/or SpA have the legal
power and authority to own, operate and lease their respective
properties and assets and to carry on their businesses as now
conducted or in accordance with their business plans and they are
duly qualified to do business wherever the nature and location of
their businesses and assets requires such qualification.
a) Authorization and Capital Stock. AWW has and MARTINI has the legal
power, authority and capacity to enter into, execute, deliver and
perform its obligations under this Agreement. This Agreement
constitutes the valid and binding agreement of AWW, and the MARTINI and
is enforceable in accordance with its terms (subject to applicable
bankruptcy, insolvency and other rights affecting the enforceability of
creditors' rights generally and the discretion of the courts in
granting equitable remedies). As of the date hereof, SpA is authorized
to issue 14,970,060 shares of its common stock, all of which are issued
and outstanding. As o0f the date hereof MARTINI is the beneficial owner
of 7,500,000 shares of SpA all of which will be exchanged for shares of
AWW hereunder. Except for 7,470.060 issued and outstanding shares of
SpA not being acquired by AWW hereunder, SpA has no other securities,
subscriptive rights or rights, warrants, options, contracts,
understandings or commitments providing for issuance of, or granting
rights to acquire any capital stock of SpA or securities convertible
into or exchangeable for capital stock of SpA.
b) Assets and Business. Except as described in any schedule and/or exhibit
hereto and in the financial statements, SpA owns, free and clear of all
other mortgages, claims, charges, liens, encumbrances restrictions,
options, pledges, calls or commitments of any character and any
security interest whatsoever, and holds good and marketable title to
all of the assets and rights currently used in the conduct of its
business and to the ownership of companies described herein. There are
no existing agreements, warrants or rights providing for the sale of
any assets, rights or for the business of SpA except for sales in the
ordinary course of business.
c) Licenses. If any licenses from which no exemption is applicable or has
been obtained, are necessary, SpA holds all licenses necessary to the
conduct of its business, all of which have been duly and validly
obtained, are enforceable and are in full force and effect as of the
date hereof. SpA is not in default under any of such licenses and has
not committed or omitted an act which would constitute default or which
would be grounds for license revocation or suspension. Neither this
Agreement nor its consummation will result in the forfeiture,
revocation, impairment or suspension of such licenses or in a breach or
default of any other agreement.
d) Financial Statements. MARTINI agrees to supply, as soon as practicable
following the closing date hereof, true, correct and complete financial
statements of SpA as of and for the years ended December 31, 2000 and
2001 which will have been independently audited by a licensed auditing
firm of good standing in Italy, acceptable to the auditors of AWW in
the USA. The financial statements of SpA will be materially correct and
complete and will have been prepared in accordance with U.S. Generally
Accepted Accounting Principles (GAAP) consistently applied, including
in consolidation, the accounts of all wholly or partially owned
subsidiaries. All such audits shall have been performed in accordance
with U.S. Generally Accepted Auditing Standards (GAAS). MARTINI agrees
and acknowledges that financial statements of AWW, based upon the SpA
financial reports described herein, will be obtained and provided
hereunder in audited form, from an independent auditing firm of
standing equal to the requirements of the SEC and NASD for the level of
public reporting selected by AWW after the closing. Subsequently,
annual and quarterly periods will be respectively audited and reviewed
by such qualified auditors and will include the combination or
consolidation of the accounts of AWW and SpA as their ownerships'
interests shall dictate.
e) Public and Regulatory Information. MARTINI shall obtain and deliver to
AWW all financial and other information required to be included in the
reports which AWW must file in support of the trading of its common
stock in the Over The Counter markets, or as may be required by the SEC
in connection with the issuance and/or trading of its securities, or by
the NASD or any Broker Dealer organization making a market or proposing
to make a market in the securities of AWW, all of which shall be
prepared and filed in a timely manner. The parties hereto intend this
section to include all financial and other information required to
maintain the listing of AWW on the OTC Bulletin Board and to comply
specifically with the requirements of what are generally known as "Full
Reporting Companies". The preparation and provision of all financial
statements described above in sub-paragraph (e) are included, without
limiting the generality hereof, in this sub-paragraph (f).
f) Information. All written material furnished or to be furnished by SpA
and MARTINI does not and will not contain any statement which is false
or misleading with respect to any material fact, and does not and will
not omit to state any material fact, the omission of which makes the
statements therein false or misleading.
g) Taxes. SpA has duly filed all tax returns and reports (or extensions
for filing such returns and reports) related to its business, if any
are required to be filed and has duly paid all taxes and other
governmental charges ("Taxes") upon SpA, SpA's assets, income,
franchises, licenses, stock issuances or transfers or sales related to
its business. There are no unpaid taxes which are a lien on SpA or its
assets, except liens for Taxes not yet due and payable. There is not
pending or known any proposed assessment by any taxing authority for
additional Taxes applicable to SpA. SpA has not adopted a plan of
liquidation under any tax code, or, except as provided herein, entered
into any contract to merge or consolidate with or sell all or any
substantial part of its assets to any other firm or corporation.
h) No Adverse Change. Except as disclosed in the financial statements of
SpA, to the best knowledge of MARTINI after due inquiry, since the date
of the financial statements provided in accordance herewith, there has
not been (i) any material adverse change in the financial condition of
SpA or in its operations, business, prospects, or assets, (ii) any past
or prospective loss of its business, or any notice from any customer
that it is planning or considering a material change in its patronage,
(iii) any mortgage, pledge, lien or encumbrance or other security
interest made or incurred on any of SPA's assets, other than liens for
Taxes not yet due and payable, (iv) any sale, transfer or other
disposition of SPA's properties or assets other than arising in the
ordinary course of business, (v) any loan, borrowing or guaranty
obligating SPA other than arising in the ordinary course of business,
or (vi) any other event or condition of any character which has
materially and adversely affected or does materially and adversely
affect SPA's assets or impede its business.
i) Insurance. SPA maintains fully paid-up transferable insurance policies
or bonds which provide insurance coverage in normal and customary
amounts with respect to the risks normally insured against by companies
similarly situated, including general and public liability insurance.
j) Litigation. Except as disclosed in any schedule or exhibit hereto,
there is no legal, administrative, arbitration or other proceeding or
claim, governmental or administrative investigation or inquiry pending
or threatened against or involving SPA or SPA's assets, business or
financial condition, or which questions SPA's ability to carry out its
obligations hereunder, or which challenges the acquisition of SPA by
AWW or the exchange of securities contemplated hereby.
k) Authority. On or before the closing date, MARTINI will have taken all
necessary legal action to approve the execution and delivery of this
Agreement and the performance of his and SpA's obligations hereunder
and all transactions contemplated hereby will have been duly authorized
by all requisite legal action, if any, on the part of MARTINI, and no
further authorization, approval or consent is necessary. MARTINI
warrants that no other present shareholder of SpA or any of its
properties or subsidiaries or affiliates will have any appraisal or
other dissenters' rights respecting the transactions contemplated
hereby.
l) Compliance with Other Instruments, Etc. Neither the execution and
delivery of this Agreement by MARTINI nor the consummation of the
transactions contemplated hereby will conflict with or result in
violation of or constitute a default under and is not prohibited by the
Articles of Incorporation or By-Laws of SpA, or the provisions of any
agreement, mortgage, indenture, franchise, license, permit, or other
consent, approval authorization, lease or other instrument, judgement,
decree, order, law or regulation by which MARTINI or SpA is bound or by
which SpA's business or assets may be affected.
m) Governmental and Other Consents, Etc. Except as set forth on any
Schedule or exhibit hereto, no consent, approval or authorization of or
declaration or filing with any governmental authority or other person
or entity, domestic or foreign, on the part of MARTINI or SpA is
required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby.
n) Compliance with Law, Etc. To the best knowledge of MARTINI after due
inquiry, SpA has complied with and is not in default in any respect
under any law, ordinance, requirement, regulation, judgement, decree or
order applicable to it or its business or properties and SpA has not
received notice of any claimed default with respect to any of the
foregoing.
o) Adverse Agreements, Etc. Except as set forth on any Schedule or exhibit
hereto, neither SpA nor MARTINI is a party to any agreement or
instrument or subject to any charter or other corporate restriction
which materially and adversely affects SpA's or MARTINI'S obligations
hereunder.
p) Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been conducted without the
intervention of any other person or entity, and in such a manner so as
not to give rise to any valid claim against INNO, or AWW for a finder's
or brokerage fee or like payment.
q) Restricted Securities. The AWW common stock to be issued hereunder,
upon issuance and transfer to MARTINI, will not have been "registered"
and therefore will be "restricted securities", as those terms are used
under the Securities Act of 1933, as amended (the "1933 Act"), and the
rules and regulations thereunder. By execution of this Agreement,
MARTINI agrees, represents and warrants that his acquisition of the AWW
Shares hereunder is for investment only, for his own account (both of
record and beneficially) and not with a view to "distribution" as that
term is used under the 1933 Act. The AWW shares to be issued hereunder
may bear a legend substantially as follows: "THE SHARES OF STOCK
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933,AS AMENDED, OR UNDER ANY STATE SECURITIES LAW,
AND MAY NOT BE TRANSFERRED UNLESS THE CORPORATION RECEIVES AN OPINION
OF COUNSEL, AT THE REQUEST OF THE PRESIDENT, SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL, THAT SUCH TRANSFER OR OTHER DISPOSITION
CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. BY ACQUIRING THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, EACH STOCKHOLDER
REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES OF STOCK FOR INVESTMENT AND
THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THE SHARES OF STOCK
WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND
RULES AND REGULATIONS THEREUNDER."
5. REPRESENTATIONS AND WARRANTIES OF INNO AND AWW. INNO and AWW represent
and warrant to MARTINI as follows:
(a) Organization; Good Standing. INNO and AWW are duly organized, validly
existing and in good standing under the laws of their respective States of
incorporation with all requisite corporate power and authority to own, operate
and lease its respective properties and assets and to carry on its business as
now or to be conducted, and is and will be duly qualified to do business
wherever the nature and location of its businesses and assets requires such
qualification.
(b) Authority. INNO and AWW have taken and will have taken, prior to the closing
date, all necessary corporate action to approve the execution, delivery and
performance of this Agreement and the transactions contemplated hereunder.
(c) Capitalization. (i) The authorized capital of INNO consists of one hundred
million (100,000,000) shares of common stock of which seventy seven million
three hundred eighty five thousand (77,385,000) shares are validly issued, fully
paid, non-assessable and outstanding. (ii) The authorized capital of AWW
consists of one hundred million (100,000,000) shares of common stock of which
none will have been issued prior to the Closing Date, (ii) except as set forth
in this Agreement, there are and will be on the Closing Date, no existing
agreements, warrants, options, subscription rights or other contracts or rights
providing for the sale or issuance of securities of AWW.
(d) Assets and Business. INNO engages in the organization, acquisition, holding,
financing merging and/or disposition of subsidiaries engaged in a variety of
businesses. Except for acquisition agreements, there are no existing agreements,
warrants, licenses or rights currently used or useful in the conduct of the
business of either INNO or AWW.
(e) Licenses. Neither INNO nor AWW holds any licenses.
(f) Financial Statements. (i) No audited or unaudited financial statement has
been prepared on INNO. Except for its subsidiaries and acquisition agreements,
if any, INNO has no material assets and no material liabilities. INNO has not
engaged in any business except as described herein during the period since 1991.
(ii) AWW was incorporated on April 29, 2002. AWW has not prepared a financial
statement. On the Closing Date, AWW will have no liabilities and no assets with
the exception of "Organization Costs" in an amount less than two thousand
dollars ($2,000.00).
(g) Public and Regulatory Information. INNO shall use its best efforts to supply
information to MARTINI and AWW for inclusion in any reports required to be filed
by AWW in support of the trading of its common stock in the Over The Counter
markets, or as may be required by the SEC in connection with the issuance and/or
trading of its securities, or by the NASD or any Broker Dealer organization
making a market or proposing to make a market in the securities of AWW. Nothing
contained herein shall function to obligate INNO to obtain and/or supply audited
financial information or other information which INNO, in the sole judgement of
its officers and directors, cannot practicably obtain.
(h) Information. All written material furnished or to be furnished by INNO and
AWW does not and will not contain any statement which is false or misleading
with respect to any material fact, and does not and will not omit to state any
material fact, the omission of which makes the statements therein false or
misleading.
(i) Taxes. There are no unpaid taxes which are a lien on INNO's or AWW's
properties and assets. There is not pending or known any proposed assessment by
any taxing authority for additional Taxes applicable to INNO or AWW.
(j) Insurance. Neither INNO nor AWW maintains any insurance policies or bonds
with respect to the risks normally insured against by companies similarly
situated, including general and public liability insurance.
(k) Litigation. There is no legal, administrative, arbitration or other
proceeding or claim, governmental or administrative investigation or inquiry
pending or threatened against or involving INNO or AWW, their properties,
assets, business or financial condition, or which questions the ability of INNO
or AWW to carry out its obligations hereunder, or which challenges the
acquisition of or distribution of securities of AWW (or the exchange of
securities) contemplated hereby.
(l) Authority. On or before the closing date, INNO and AWW will have taken all
necessary legal action to approve the execution and delivery of this Agreement
and the performance of its obligations hereunder and all transactions
contemplated hereby will have been duly authorized by all requisite corporate
action on the part of the Directors of INNO and AWW, and INNO and AWW, and no
further authorization, approval or consent is necessary.
(m) Compliance with Other Instruments, Etc. Neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will conflict with or result in violation of or constitute a default under and
is not prohibited by the Articles of Incorporation or By-Laws of INNO or AWW,
the provisions of any agreement, mortgage, indenture, franchise, license,
permit, or other consent, approval authorization, lease or other instrument,
judgement, decree, order, law or regulation by which INNO or AWW is bound or by
which any business or assets may be affected.
(n) Governmental and Other Consents, Etc. No consent, approval or authorization
of or declaration or filing with any governmental authority or other person or
entity, domestic or foreign, on the part of INNO or AWW is required in
connection with the execution and delivery of this Agreement or the consummation
of the transactions contemplated hereby.
(o) Compliance with Law, Etc. INNO and AWW have complied with and are not in
default in any respect under any law, ordinance, requirement, regulation,
judgement, decree or order applicable to them or their business or AWW and
neither has received notice of any claimed default with respect to any of the
foregoing.
(p) Adverse Agreements, Etc. Neither INNO nor AWW is a party to any agreement or
instrument or subject to any charter or other corporate restriction which
materially and adversely affects their obligations hereunder.
(q) No Continuing INNO Interest. By execution of this Agreement, INNO and AWW
agree, represent and warrant that after issuance of the AWW shares described
hereinabove in Paragraph 1, INNO will thereafter have no interest in or
relationship with AWW, SpA or MARTINI with respect to the transactions
contemplated hereby.
6. CERTAIN COVENANTS OF AWW .
(a) Cause Conditions to be Satisfied. AWW shall use itsr best efforts to cause
the transactions contemplated by this Agreement to be consummated.
(b) Operation in Usual Manner. From and after the execution and delivery of this
Agreement and until the Closing Date, AWW shall continue to conduct its business
in a prudent manner and not to engage in any activity outside the normal and
ordinary course of such business or to incur any obligations not incurred in the
normal and usual course of its business and consistent with past practice and to
take no actions or omit to take any actions the taking or omitting of which
would result in any material adverse change in the financial condition of AWW or
in its operations, business, prospects, AWW or assets or its ability to perform
its obligations hereunder.
(c) Miscellaneous. AWW agrees to call and hold such meeting(s) of Directors and
shareholders as shall be necessary to consider and approve the transactions
described herein.
7. CERTAIN COVENANTS OF INNO AND AWW.
(a) Cause Conditions to be Satisfied. INNO and AWW shall use their best
efforts to cause the transactions contemplated by this Agreement to be
consummated.
(b) Operation in Usual Manner. From and after the execution and delivery of
this Agreement and until the Closing Date, INNO and AWW shall continue
to conduct business in a prudent manner and not engage in any activity
outside the normal and ordinary course of such business in pursuit of
the transactions contemplated by this Agreement and not incur any
obligations not incurred in the interests of the transactions
contemplated hereby and take no actions or omit to take any actions the
taking or omitting of which would result in any material adverse change
in the financial condition of INNO or AWW or either of their
operations, business, prospects, AWW or assets or ability to perform
their respective obligations hereunder.
(c) Miscellaneous. INNO and AWW agree to call and hold such meeting(s) of
Directors as shall be necessary to consider and approve the
transactions described herein.
8. CONDITIONS PRECEDENT TO THE PARTIES' OBLIGATIONS. All obligations of
the respective parties under this Agreement are subject at their
discretion, to the fulfillment, at or prior to the Closing Date of each
of the following conditions:
(i) All of the representations and warranties herein contained shall be true in
all material respects on and as of the Closing Date with the same force and
effect as though made on and as of said date;
(ii) Each of the parties shall have performed in all material respects all its
obligations and agreements and complied with all its covenants contained in this
Agreement to be performed and complied with on or prior to the Closing Date;
(iii) No suit action or other proceeding shall be pending before any court or
governmental agency in which it is sought to restrain or prohibit, or to obtain
damages or other relief in connection with, this Agreement or the consummation
of the transactions contemplated hereby or which might materially and adversely
affect the value of SpA's or AWW's business and assets.
9. INDEMNIFICATION.
(a) Notwithstanding the events to take place on the Closing Date, and regardless
of any investigation at any time made by or on behalf of any of the parties, or
any information that either of them may have, each of the parties agree to fully
indemnify, defend, save and hold their or its respective counterparty harmless
in the event that either or any party shall at any time during the two (2) year
period following the Closing Date, suffer any expense, damage, liability, loss,
cost or deficiency, or asserted claim, demand or suit, which arises out of or
results from, or if INNO or AWW shall pay or become obligated to pay any sum
(including reasonable attorney's fees) or incur any expense on account of the
following: (i) any inaccuracy in any representation or the breach of any
warranty of another party hereunder; (ii) any failure of a party hereto duly to
perform or observe any term, provision, covenant, agreement or condition
hereunder on the part of said party to be performed or observed; (iii) any
material misrepresentation in, or omission from, any statement, exhibit,
certificate, schedule or other document furnished on or after the date hereof
pursuant to this Agreement by any party hereto (or any representative thereof);
(iv) any and all claims, demands, suits, actions, causes of action, proceedings,
losses, liabilities, judgements, including but not limited to, costs and legal
and other expenses, incident to any of the matters otherwise indemnified against
by this Section 11 must be asserted by any party no later than the second
anniversary of the Closing Date.
(b) The foregoing indemnification is in addition to all of the parties' other
rights and remedies under law or in equity for any breach by any other party and
the right of offset for any Consideration or other sum which any party is
obligated to pay to any other party is expressly preserved.
10. POST-CLOSING MATTERS. After the Closing Date:
INNO shall cause all present Directors and Officers of AWW to resign;
The OWNERS shall elect a new Board of Directors of AWW in accordance with its
By-laws;
The new Board of AWW shall elect or appoint Officers of AWW.
AWW shall enter into such employment agreements with such of its employees as
its Officers and Board shall decide.
11. NOTICES. All notices, consents, demands, requests, approvals and other
ommunications which are required or may be given hereunder shall be in
writing and shall be deemed to have been duly given if delivered or
mailed by certified first class mail, postage prepaid:
(a): If to INNO and/or AWW:
C/O Xxxxx X. Xxxxxx
00 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
(b): If to MARTINI:
C/O ALviero Martini, Individually
Xxx Xxxxxxxxxxxxx 00
00000 Xxxxxx, Xxxxx
12. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding of the parties hereto and supersedes any prior agreement
and understanding among all of the same parties.
13. NO WAIVER. No failure to exercise, and no delay in exercising, any
right, power or privilege hereunder shall operate as a waiver thereof.
No waiver of any breach of any provision shall be deemed to be a waiver
of any preceding or succeeding breach of the same or any other
provision. No extension of time of performance of any obligations or
other acts hereunder or under any other agreement shall be deemed to be
an extension of time for performance of any other obligations or any
other acts. The rights and remedies of the parties under this
Agreement, any Exhibits, any Schedules and any certificate or document
delivered pursuant to the provisions hereof, are in addition to all
other rights and remedies, at law or equity, that they may have against
the others.
14. EXHIBITS AND SCHEDULES. The Exhibits and Schedules to this Agreement
constitute a part hereof as though set forth in full above.
15. FURTHER ASSURANCES. Each of the parties agrees that at any time, and
from time to time, it shall execute, acknowledge, deliver and perform,
or cause to be executed, acknowledged, delivered and performed, all
such further acts, deeds, assignments, transfers, conveyances, powers
of attorney and assurances as may be necessary or proper to carry out
the purposes and intent of this Agreement, including if necessary, but
not by way of limitation, the execution of one or more Agreements
containing the same essential business conditions, intended in the
aggregate to replace the within agreement
16. SEVERABILITY. The parties stipulate that the terms and provisions of
this Agreement are fair and reasonable as at the signing of this
Agreement. However, if notwithstanding that stipulation any one or more
of the terms, provisions, covenants or restrictions of this Agreement
shall be determined by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
17. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts in the
U.S.A.and shall be binding on and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
19. HEADINGS. The descriptive headings of the several paragraphs of this
Agreement are inserted for convenience only and do not constitute a
part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
INNOVATION INTERNATIONAL, INC.
Attest:
/s/ Xxx X. Xxxxxx /s/ X.X. Xxxxxx
------------------------- ------------------------------------
Secretary Xxxxx X. Xxxxxx, President
ALVIERO MARTINI WORLDWIDE, LTD.
Attest:
/s/ Xxx. B Xxxxxx /s/ X.X. Xxxxxx
------------------------- ------------------------------------
Secretary Xxxxx X. Xxxxxx
ALVIERO MARTINI, Individually
/s/ Alviero Martini /s/ Alviero Martini and /s/ FGWright
_________________________ Witness:_______________________
