EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
THIS AGREEMENT, made and entered into, by, and between Xx. Xxxxxx X. Xxxxxx, an
individual, hereinafter referred to as "Seller," and MC Informatics, Inc., a
California corporation hereinafter referred to as "Buyer."
WHEREAS, Seller is 1) either the sole owner and holder of or 2) has the
authority and the power to sell all right, title and interest to MCIF all of the
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outstanding stock of HSG Acquisitions, Inc., a Colorado corporation, with
principal offices at 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx hereinafter
referred to as "Company"; and
WHEREAS, Seller is desirous of selling to Buyer, and Buyer is desirous of
purchasing from Seller all of the shares of stock of Company upon the terms and
conditions and for the consideration hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE 1. PURCHASE
Section 1.01. For the purchase price, and on the terms and subject to the
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conditions set forth in this agreement, Seller hereby sells, assigns, transfers,
and delivers to Buyer, and Buyer hereby purchases from Seller, all of Seller's
right, title, and interest in and to the capital stock now owned or controlled
by the Seller.
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ARTICLE 2. PURCHASE PRICE
Section 2.01. The purchase price to be paid by Buyer to Seller for the capital
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stock of Company is $1,812,500.00.
Payment - Initial and Partial
Section 2.02. In exchange for an October 6, 1999 surrender to Buyer by Seller of
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all the shares outstanding of Company properly endorsed by the recorded owner,
Seller hereby acknowledges 1) receipt of 245,000 newly issued, restricted,
shares of common stock in MC Informatics, Inc., valued at $2.50 per share,
(receipt is evidenced by a letter of transmittal to the MCIF stock transfer
agent directing the issuance of the new shares in the names and amounts
specified by Seller) and 2) receipt of cash in the amount of a check for
$300,000.00, the aggregate representing a partial payment of $912,500.00.
Payment - Balance
Section 2.03. The balance of the purchase price shall be paid in installments in
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cash and MCIF shares as follows:
1. Upon execution of this Agreement, Buyer shall present to Seller a
negotiable promissory note of Buyer for the sum $600,000.00, plus
interest at the rate of 8.5% per annum from October 1, 1999; and the
note shall provide in part that, upon default in any payment of
principal or interest the entire amount of principal and interest of
the delinquent note, at the option of the holder of the note, shall
become immediately due; that if action is instituted on the note, the
losing party agrees to pay all
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reasonable costs and attorney's fees, related thereto, as defined in
Section 11.05, below, and the Buyer shall have the option to prepay,
without penalty, all or any portion of the unpaid balance. The
Promissory Note shall be paid in equal installments over nine months
at the monthly sum of $36,650.00 (which includes interest) with a
balloon payment of $300,000.00 due on October 1, 2000.
2. On January 5, 2000, Buyer shall make the first of nine equal payments
on the Promissory Note, above, and in addition shall pay to Seller the
then accumulated interest on the promissory note, above. The remainder
of the equal monthly installments shall be due and payable on the same
day of each succeeding month.
3. Also on January 5, 2000, Buyer shall deliver to Seller 120,000 newly
issued, restricted, shares of common stock in MC Informatics, Inc.,
valued at $2.50 per share, representing $300,000.00 of the balance
due. Receipt is evidenced by a letter of transmittal to the MCIF stock
transfer agent directing the issuance of the new shares in the names
and amounts specified by Seller.
Reduction or Increase
Section 2.04. The purchase price shall be subject to reduction as provided in
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Article 9 below. Further, since the purchase price is
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derived from the Company's Balance Sheet, dated June 30, 1999, and the final
Balance Sheet (August 31, 1999) is not available at closing, the purchase price
shall be subject to reduction or increase based upon the differential of the
Total Current Assets and the Total Liabilities. The purchase price is subject to
dollar-for-dollar reduction or increase if the total current assets are greater
than the total liabilities or increase if the total current assets are less than
the total liabilities. The amount of differential, whether increase or decrease
shall be paid through formal modification to the promissory note, above. The
amount of differential, shall be paid as follows:
If the purchase price is increased, the amount is to be paid in cash within 30
days. If the purchase price is decreased, the amount will be deducted from the
principal portion of the promissory note discussed in Section 2.03.
ARTICLE 3. WARRANTIES OF SELLER
Section 3.01. Seller hereby warrants, represents, and covenants to Buyer, and
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this agreement is made in reliance on the following, each of which is deemed to
be a separate covenant, representation, and warranty:
Ownership of Stock
(a) Seller owns or controls, beneficially and of record, free and clear of
all liens, charges, claims, equities, restrictions, or encumbrances,
the shares of capital stock of the Company set forth opposite Seller's
name in Exhibit A which is attached hereto and incorporated herein,
and has the full right, power, and authority to sell, transfer, and
deliver to the Buyer, in accordance with this agreement, the number of
shares of common stock of the Company so set forth, free and clear of
all liens, charges, claims, equities, restrictions, and encumbrances.
The sale by Seller of such shares does not constitute a breach or
violation of, or default under,
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any will, deed or trust, agreement, or other instrument by which
Seller is bound.
Liens Created by Sale
(b) The execution and carrying out of the provisions of this agreement and
compliance with the provisions hereof by the Seller, will not violate
any provision of law and will not conflict with or result in any
breach of any of the terms, conditions, or provisions of, or
constitute a default under, or result in the creation of, any lien,
charge, or encumbrance upon any of the properties or assets of the
Company pursuant to the articles of incorporation, bylaws, or any
indenture, mortgage, deed of trust, agreement or other instrument to
which the Company is a party or by which it is bound or affected.
Duly Organized
(c) Company is a corporation duly organized, validly existing, and in good
standing under the laws of the State of Colorado, and has its
principal place of business at 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxxxxx. A copy of the articles of incorporation and all amendments
thereto, certified by the Secretary of State of Colorado and a copy of
the bylaws, certified by the Secretary of the Company, have been
delivered to the Buyer and are complete and correct as of the date
hereof.
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Authorized Capital
(d) Company has an authorized capital of 100,000 shares of common stock,
no-par value, of which 12,820 shares are validly issued and
outstanding, fully paid and nonassessable, all of which are held by
Seller. There are no outstanding stock options or warrants with
respect to, or privileges or rights to purchase or subscribe for, any
capital stock of Company, obligations or securities issued by Company
convertible into shares of capital stock of Company, agreements
provided for or relating to any options, warrants, purchase rights,
privileges, convertible obligations, or securities to which the
Company is a party, or any agreements by Company to issue, sell, or
acquire any, of its capital stock.
Officers and Directors
(e) The following constitute the present officers and directors of the
Company:
President: Xxxxxx X. Xxxxxx
Secretary: Xxxxx X. Xxxxxx
Vice President and Secretary: Xxxxx X. Xxxxxx
Vice President: Xxxxxxx Xxxxxxxxx
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Financial Statements
(f) Attached hereto and incorporated herein as Exhibit B, are statements
of income and retained earnings of the Company for the fiscal year
ending June 30, 1999 and balance sheets of the Company as of June
30,1999 and August 31, 1999, hereinafter referred to respectively as
the "balance sheet" and the "date of the balance sheet." To best of
Seller's knowledge all such financial statements are correct and
complete, have been prepared in accordance with generally accepted
accounting principals consistently applied throughout the periods
involved, and present fairly the financial condition and the results
of operation of the Company.
Statement
(g) Seller has delivered to the Buyer a true and complete list, as of the
date hereof and certified by the Company's Treasurer, showing:
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(i) The names of all persons whose compensation from the Company for the
fiscal year ending June 30, 1999 will equal or exceed $100,000.00
together with a statement of the full amount paid or payable to each
such person for services rendered in the twelve (12) months ending
June 30, 1999 and the basis therefor;
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(ii) The name of each bank in which the Company has an account or
safe-deposit box, and the names of all persons authorized to
draw thereon or to have access thereto; and
(iii) The names of all persons, if any, holding tax or other powers
of attorney from the Company and a summary statement of the
terms thereof.
Undisclosed Liabilities
(h) Except as, and to the extent reflected or reserved against, in the
balance sheet to the best of Seller's knowledge, the Company, as of
the date of the balance sheet, had no liabilities of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due
or to become due, known or unknown, including without limitation
intellectual property infringement and/or tax liabilities due or to
become due, and incurred in respect of or measured by the Company's
income for any period up to such date, or arising out of transactions
entered into, or any state of facts existing prior thereto.
Acts by Company
(i) Since June 30, 1999 the Company has not:
(i) Incurred any obligation or liability, absolute or contingent,
known or unknown, except current liabilities incurred in the
ordinary course of business;
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(ii) Discharged or satisfied any lien or encumbrance, or paid any
obligation or liability, absolute or contingent, other than
current liabilities shown on the balance sheet, and current
liabilities incurred since such date in the ordinary course of
business;
(iii) Declared or paid any dividends, made any payment or
distribution of any kind to shareholders;
(iv) Mortgaged, pledged, or subjected to lien, charge, or other
encumbrance, any of its assets, tangible or intangible;
(v) Sold or transferred any of its tangible assets, or canceled any
debts or claims, except in the ordinary course of business;
(vi) Sold, assigned, transferred, or granted licenses or rights in
any patents, trademarks, trade names, copyrights, or other
intangible assets;
(vii) Engaged in any transactions affecting its business or
properties not in the ordinary course of business, or suffered
any extraordinary losses or waived any rights of substantial
value;
(viii) Made or authorized any change in its outstanding stock, or in
its certificate of incorporation or bylaws;
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(ix) Granted or agreed to grant any increase in compensation to, or
paid or agreed to pay any bonus to, or made any similar
arrangement with any of its directors, officers, employees, or
agents;
(x) Suffered any damage, destruction, or loss (whether or not
covered by insurance) materially and adversely affecting its
properties or business, or of any item carried in its property
account at more than $1,000;
(xi) Experienced any labor trouble, or any event or condition of any
character, materially and adversely affecting its business or
properties.
Change in Business
(j) Since June 30,1999 there have been no material changes in the
assets, liabilities, business, or condition of the Company
other than changes in the ordinary course of business, which
changes have not adversely affected its business, properties,
prospects, or condition.
Contracts
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(k) Except in each case as listed in Exhibit C, attached hereto and
made a part hereof, the Company is not a party to any written
or oral:
(i) Contract for the employment of any officer or individual
employee;
(ii) Contract with any labor union;
(iii) Contract for the purchase of materials, supplies,
services, machinery, or equipment involving payment by
the Company of more than $1,000.00 in each case, or more
than $5,000.00 in the aggregate;
(iv) Contract continuing over a period of more than one year
from the date hereof;
(v) Contract not terminable on thirty (30) days' notice or
less without liability on the part of the Company;
(vi) Distributor, sales agency, or advertising contract, or
contract for the sale of its products or services;
(vii) Lease;
(viii) Contract with any subcontractor;
(ix) Bonus, pension, profit-sharing, retirement, stock
purchase, stock option, hospitalization, insurance, or
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similar plan or practice, formal or informal, in
effect with respect to its employees or others;
or
(x) Contract not made in the ordinary course of
business.
Obligations
(l) The Company has performed all obligations required to be
performed by it to date, and is not in default under any
contract, agreement, lease, commitment, indenture,
mortgage, deed of trust, or other document to which it
is a party.
Warranty of Product
(m) The Company has not made or given any warranty or
guarantee with respect to its services except as set
forth in Exhibit D attached hereto and incorporated
herein.
Taxes
(n) The Company has filed all federal and state tax returns
which are required to be filed, and has paid all taxes
which have become due pursuant to such returns or
pursuant to any assessment received by the Company. The
amounts set up as a provision for taxes on the balance
sheet are sufficient for the payment of all accrued and
unpaid federal, state, county, and local
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taxes of the Company for the period ending on said date,
and for all fiscal years prior thereto. The Seller,
collectively and individually, do not have any knowledge
of any tax deficiency proposed or threatened against the
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Company.
Restrictions on Operations
(o) The Company is not a party to any contract or agreement,
or subject to any charter or other corporate
restriction, which materially and adversely affects its
business, property, assets, operations, or conditions,
financial or otherwise.
Compliance With Laws
(p) The Company has complied with, and is complying with,
all applicable laws, orders, rules, and regulations
promulgated by any federal, state, municipal, or other
governmental authority relating to the operation and
conduct of the property and business of the Company, and
there are no material violations of any such law, order,
rule, or regulation existing or threatened, except as
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shown on Exhibit E which is attached hereto and
incorporated herein. The Company has not received any
notices or violation of any applicable zoning,
regulation or order, or other law, order, regulation, or
requirement relating to the operation of its business or
to its properties, except as shown on Exhibit F,
attached hereto and incorporated herein.
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Litigation
(q) There are no actions, suits, claims, proceedings,
investigations, or litigation pending, or to the
knowledge of the Seller threatened against or affecting
the Company, at law or in equity or admiralty, or before
any federal, state, municipal, or other governmental
department, commission, board, bureau, agency, or
instrumentality, domestic or foreign, except as
disclosed in Exhibit G attached hereto and incorporated
herein. The Company is not in default with respect to
any order, writ, injunction, or decree of any court or
federal, state, municipal, or other governmental
department, commission, board, bureau, agency, or
instrumentality, domestic or foreign.
Title to Assets
(r) The Company has good and sufficient title in and to all
of the assets listed on the balance sheet or acquired by
it after such date, other than inventories sold or
otherwise disposed of in the ordinary course of business
subsequent to such date; and such assets are in each
case free and clear of all mortgages, liens, charges,
encumbrances, equities, pledges, conditional sales
agreements, or claims of any nature whatsoever, except
as stated in the balance sheet.
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Condition of Assets
(s) The assets of the Company are in good operating
condition and repair, and conform with all applicable
ordinances regulations, zoning, and other laws.
Inventories if Applicable
(t) The inventory of the Company is in good merchantable
condition, is not obsolete, and represents more than a
three (3) months' supply as to any item measured by the
volume of sales or use for the fiscal year 1999, except
as set forth in Exhibit H attached hereto and
incorporated herein.
Accounts Receivable
(u) All accounts receivable reflected in the balance sheet
are current and collectible, except to the extent of the
reservation for bad debts included therein, and to the
extent that they have been collected since the date of
the balance sheet. All accounts receivable arising since
the date of the balance sheet, to the extent remaining,
unpaid as of the date hereof, are current and
collectible, except to the extent of a reservation for
bad debts in the amount of zero percent of the aggregate
of all accounts so arising.
Insurance
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(v) Attached hereto and incorporated herein, as Exhibit I,
is a list and brief description of all policies of fire,
liability, and other forms of insurance held by the
Company. Such policies are in amounts deemed by the
management of the Company to be sufficient.
Intellectual Property
(w) attached hereto and incorporated herein, as Exhibit J,
is a list and brief description of all patents, patent
applications, trademarks, trade names, and copyrights
used, owned by, or registered in the name of the Company
or in which the Company has any rights; all such
patents, patent applications, trademarks, trade names,
and copyrights are believed to be valid and in good
standing, and are not involved in any interference,
opposition, or cancellation proceedings. The Company is
not a licensor or licensee with respect to any patents,
trademarks, trade names, copyrights, or applications
therefor, except as stated in Exhibit K. The Company
owns or possesses adequate licenses or other rights to
use all patents, trademarks, trade names, processes, and
copyrights necessary to conduct its business as now
operated, and within five (5) years immediately past,
has not received any notice of conflict with the
asserted rights of others, which, if unsuccessfully
defended, would have a material adverse effect upon its
business. Company has the right to conduct the business
which it now conducts without any limitations or
restrictions of any kind, and to the best of the
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knowledge of Seller, the products manufactured and sold
by the Company may continue to be manufactured and sold
by the Company without infringing upon or violating any
patents, patent applications, trademarks, trade names,
copyrights, or processes of others.
Disclosures
(x) No representation or warranty contained herein, and no
statement made in any certificate or schedule furnished
in connection with or attached to this agreement,
contains any untrue statement of a material fact or
omits to state any material fact necessary to make any
such representation, warranty, or statement not
misleading to a prospective purchaser or' all of the
capital stock of Company.
ARTICLE 4. WARRANTIES OF BUYER
Section 4.01. Buyer hereby warrants, represents, and covenants to Seller, and
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this agreement is made in reliance on the following, each of which is deemed to
be a separate covenant, representation, and warranty:
Authorization to Purchase if Buyer Is a Corporation
(a) Buyer is a duly organized and existing corporation under the laws of
the State of California, has all of the corporate powers and authority
necessary to carry on the business it now conducts, and has the power
and
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Xxxxxx X. Xxxxxx - Shareholder
authority to purchase all of the capital stock of Company from Seller
on the terms, conditions, and for the purchase price set forth herein.
ARTICLE 5. CLOSING DATE AND SURVIVAL
OF WARRANTIES
Time and Place of Closing
Section 5.01. The purchase and sale described in this agreement shall be
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consummated, unless delayed to another date by agreement of the parties in
writing, at 3:00 P.M. Pacific Daylight Saving Time on October 1, 1999 herein
called "closing date," at the offices of Buyer, herein called "closing place."
Obligations at Closing
Section 5.02. On the closing date, or on such other date as consummation of the
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purchase and sale of shares described in this may be delayed by agreement of the
parties in writing, at the closing place specified in this agreement:
(a) Buyer shall deliver to Seller or Seller's agent or agents all
instruments, properly executed by Buyer, required to evidence Buyer's
obligation to pay any deferred portion of the purchase price of
Seller's shares and all instruments, properly executed and
acknowledged by Buyer, required to secure payment of the deferred
portion of the purchase price of Seller's shares; and
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Xxxxxx X. Xxxxxx - Shareholder
(b) Seller shall deliver to Buyer the certificate representing Seller's
shares in Company duly endorsed for immediate transfer to Buyer.
(c) Seller shall deliver, or cause to be delivered, to Buyer a fully
executed original of the Spousal Consent Agreement. To be an effective
delivery, Seller's spouse must execute the instrument without
modification. The delivered Spousal Consent Agreement is hereby
incorporated by reference.
Survival of Warranties
Section 5.03. The warranties, representations, and covenants of each of the
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parties to this agreement, Buyer and Seller, shall survive the execution of this
agreement and the consummation of the purchase and sales herein described.
ARTICLE 6. BOOKS AND RECORDS; RESIGNATIONS
Section 6.01. The Seller has delivered to the Buyer all of the books and records
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of the Company and the written resignations of all of its officers and
Directors.
ARTICLE 7. COVENANT NOT TO COMPETE
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Xxxxxx X. Xxxxxx - Shareholder
Covenant
Section 7.01. Non Compete - Seller shall deliver, or cause to be delivered, to
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Buyer a fully executed original Non-Compete Agreement which has been provided to
Seller by Buyer. The executed, delivered Non-Compete Agreement is incorporated
here by reference.
Injunctive Relief
Section 7.02. Seller agrees that the remedy at law for any breach by any of them
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of any provision of this paragraph will be inadequate and that, in addition to
any other remedies it may have, Buyer shall be entitled to temporary and
permanent injunctive relief without the necessity of proving actual damage to
either the Company or to Buyer.
ARTICLE 8. BROKERAGE
Section 8.01. Each party hereto represents, warrants, and agrees that all
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negotiations relative to this agreement have been carried on by him, or his
representative, directly with the other party without the intervention of any
person; that no broker brought about this sale on his behalf; and that each
party will indemnify and hold the other party harmless from any and all claims,
suits, and actions for brokerage or other commissions, and from and against all
expenses of any character, including reasonable attorney's fees incurred by the
other by reason of any claim by any person or broker claiming to have been
engaged by, or on
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Xxxxxx X. Xxxxxx - Shareholder
behalf of, the indemnifying party, or with whom the indemnifying party is
claimed to have made any agreement for compensation.
ARTICLE 9. INDEMNITY
Section 9.01. Subject to the provisions of Article 10 below, Buyer shall be
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entitled to deduct from the unpaid balance of the purchase price the amount of
damage resulting from, the breach of any warranty, representation, or covenant
by the Seller; and if the amount of such damage exceeds the unpaid balance of
the purchase price, Seller shall be liable for, and shall pay, the amount of
such excess.
Section 9.02. (a) Seller shall defend, indemnify and hold Buyer and Company
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harmless from, against and in respect of any and all claims, demands, lawsuits,
proceedings, losses, assessments, fines, penalties, administrative orders,
obligations, costs, expenses, liabilities and damages, including interest,
penalties and reasonable attorneys' fees (all of the foregoing hereinafter
referred to collectively as the "Claims"), which arise or result from or relate
to: (I) Company's or Seller's breach of, or failure to perform, any of their
representations, warranties, covenants, commitments, agreements or obligations
under this Agreement or in any writing, certificate, exhibit, schedule,
statement, list , report, instrument or other document furnished or delivered to
Buyer in connection with this Agreement (including, without limitation, any
misrepresentation in, or omission from, this Agreement or any writing,
certificate, exhibit, schedule, statement, list, report, instrument or other
document furnished or delivered to Buyer in connection with this Agreement);
(ii) Buyer's being required to
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Xxxxxx X. Xxxxxx - Shareholder
assume or discharge any debt, liability or obligation of Company or Seller of
any nature whatsoever unless such debt, liability or obligation is disclosed in
this Agreement or in any exhibit or schedule hereto; (iii) any debt, liability
or obligation imposed upon Buyer or Company as a result of the purchase of the
Shares unless such debt, liability or obligation is disclosed in this Agreement
or in any exhibit or schedule hereto.
(b) Upon obtaining knowledge thereof, Buyer and/or Company shall notify Seller
in writing of any Claim that is claimed to be the basis for indemnification
pursuant to Section 9.02. (a) hereof (such written notice being hereinafter
referred to as "Notice of Claim"). A Notice of Claim shall specify in
reasonable detail the nature and any particulars of any such Claim giving rise
to a right of indemnification. Seller shall, in good faith and at his own
expense, defend, contest, or otherwise protect against any such Claim with legal
counsel of their own selection. Buyer and/or Company shall have the right, but
not the obligation, to assert any and all crossclaims or counter claims they may
have. So long as Seller is defending in good faith any such Claim, Buyer and
Company shall at all times cooperate in all reasonable ways with, make their
relevant files and records available for inspection and copying by, and make
their employees available or otherwise render reasonable assistance to, Seller
in connection with the defense of such Claim. In the event that Seller fail to
timely defend, contest or otherwise protect against any such Claim, buyer and/or
Company shall have the right, but not the obligation, to defend, contest, assert
crossclaims or counterclaims, or otherwise protect against any such Claim and
may make any compromise or settlement thereof and recover and be indemnified for
the entire cost thereof from Seller, including, without limitation, reasonable
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Xxxxxx X. Xxxxxx - Shareholder
attorneys' fees, disbursements, and all amounts paid as a result of such Claim
or any compromise or settlement thereof.
Section 9.03. Seller agrees he will pay all his income taxes, and also all of
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his excise taxes, property taxes, sales taxes and all of the taxes of whatever
kind or nature.
ARTICLE 10. LIMITATION OF INDEMNITY
Section 10.01. Notwithstanding any other term or provision of this agreement,
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Seller shall not be liable to Buyer for any breaches of any warranty,
representation, or covenant set forth herein, unless such breaches exceed in the
aggregate an amount equal to $5000.00.
ARTICLE 11. MISCELLANEOUS
Nonassignability
Section 11.01. Neither this agreement, nor any interest herein, shall be
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assignable by the Buyer without the prior written consent of the Seller.
Notices
Section 11.02. All notices required or permitted to be given hereunder shall be
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in writing and shall be sent by First-class mail, postage prepaid, deposited in
the United States mail, and if
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Xxxxxx X. Xxxxxx - Shareholder
intended for the Seller, shall be given to the Seller and shall be addressed:
Xxxxxx X. Xxxxxx
0000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
and if intended for the Buyer, shall be addressed:
MC Informatics, Inc.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
ATTN: Xx. Xxxxxxx Xxxxxxx
Chief Financial Officer
Any party hereto, by written notice to the other parties, may change the address
for notices to be sent to him.
Governing Law
Section 11.03. All questions with respect to the construction of this agreement,
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and the rights and liabilities of the parties hereto, shall be governed by the
laws of the State of California.
Inurement
Section 11.04. Subject to the restrictions against assignment as herein
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contained, this agreement shall inure to the benefit of, and shall be binding
upon, the assigns, successors in interest, personal representatives, estates,
heirs, and legatees of each of the parties hereto.
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Xxxxxx X. Xxxxxx - Shareholder
Attorney's Fees
Section 11.05. In the event of any controversy, claim, or dispute between the
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parties hereto, arising out of or relating to this agreement or the breach
thereof, the prevailing party shall be entitled to recover from the losing party
reasonable expenses, attorney's fees, and costs,
Entire Agreement
Section 11.06. This agreement contains the entire agreement of the parties
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hereto, and supersedes any prior written or oral agreements between them
concerning the subject matter contained herein. There are no representations,
agreements, arrangements, or understandings, oral or written, between and among
the parties hereto, relating to the subject matter contained in this agreement,
which are not fully expressed herein.
Independent Legal Representation
Section 11.07. By the execution of this Agreement, the parties affirm and agree
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that they have had the opportunity to review this document with their own legal
counsel of their choosing and have been fully advised of the legal affect of the
provisions contained in this Agreement before executing the same.
No Third Party Beneficiary
Section 11.08. This Agreement is not intended nor shall it create any third
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party beneficiary interest or rights.
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Xxxxxx X. Xxxxxx - Shareholder
Seller's Debts
Section 11.09. Buyer does not assume any of the debts, liabilities or
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obligations of Seller.
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Xxxxxx X. Xxxxxx - Shareholder
Executed on October _____, 1999, at Irvine, California.
SELLER
_____________________________
Xxxxxx X. Xxxxxx
BUYER
MC Informatics, Inc.
_____________________________
Xxxxx Xxxxxxx, President & Chief Operating Officer
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