Exhibit 10.1
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, made this 10th day of April, 2003, by and between
Zenex Long Distance, Inc. dba Zenex Communications, Inc. (Zenex), an Oklahoma
Corporation and Xxxxx X. Xxxxxx (Xxxxxx), a resident of Oklahoma County, State
of Oklahoma,
WITNESSETH:
THAT FOR A VALUABLE CONSIDERATION MUTUALLY GIVEN AND RECEIVED, THE PARTIES
HERETO AGREE AND COVENANT AS FOLLOWS:
1. DESCRIPTION OF PROPERTY. That Zenex agrees to deliver to Xxxxxx the
following described goods, subject to a security interest to the First
National Bank, Midwest City, Oklahoma, and upon the terms and conditions
hereinafter set forth:
All Xxxxxx switching equipment, including all software, hardware and
SS7 connections, all proprietary prepaid and IVR platforms, including
all hardware and proprietary software, all proprietary administrative
billing and customer service data base, and all racks and switchroom
infrastructure, including cross connect panels, battery back-up and
all in room cabling support systems and related equipment of Zenex,
located at 000 Xxxxxx X. Xxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx,
hereinafter referred to as "the goods".
2. PURCHASE PRICE. As consideration for the goods purchased, Xxxxxx agrees to
assume, pay and be responsible for three notes as described below, in the
approximate amounts set forth opposite each of the said notes, to First
National Bank in Midwest City, Oklahoma (Lender), used to secure payment of
the said goods, by refinancing the said notes in his name and paying the
said note(s) as they become due, in accordance with the terms of the said
note(s):
Note # 68996 $ 122,895.
Note # 69475 $ 52,799.
Note # 71703 $ 206,573.
3. POSSESSION. That Xxxxxx shall take possession of the said goods as of the
date of this agreement.
4. DEFAULT. In the event of any default by Xxxxxx of any of the terms and
conditions of this Agreement, or of any payment to First National Bank in
Midwest City as such payment becomes due, Zenex may declare the unpaid
balance and interest, due and payable immediately, and Xxxxxx will pay that
amount to Zenex.
5. ACCELERATION OF PAYMENTS. If Xxxxxx shall be in default in payment of any
payment due hereunder for a period of five (5) days, or if any relief or
proceeding in bankruptcy, receivership, or insolvency shall be instituted
or filed by or against Xxxxxx, the full amount of the purchase price then
remaining balance and interest unpaid shall, at the option of Zenex, shall
be immediately due and payable. Time is of the essence.
6. NO WARRANTY. Zenex shall in no way be deemed or held to be obligated,
liable or accountable upon or under any guarantee or warranty, expressed or
implied, statutory, by operation of law, or otherwise, to the goods sold
hereunder, as all goods delivered to the buyer under this agreement are
being sold "as is".
7. LITIGATION EXPENSES. In the event any litigation is commenced by one of the
parties hereto against the other, the party not prevailing shall pay the
prevailing party all costs, attorneys' fees, and other expenses incurred in
such proceeding.
8. WAIVER. The parties hereto severally waive demand, presentment for payment,
protest and notice of protest, and non-payment.
9. APPLICABLE LAW. This purchase agreement shall be governed by and construed
in accordance with the substantive law of the State of Oklahoma.
10. WRITTEN AGREEMENT. This Lease contains the entire agreement between the
parties. And the terms of this agreement may be modified only by an
agreement in writing signed by all parties hereto.
11. CAPTIONS. The captions contained here are for convenience and reference
only and are not a part of this purchase agreement or to be construed as in
any manner limiting or amplifying the terms and provisions of this purchase
agreement.
12. HEIRS AND ASSIGNS. This purchase agreement shall bind and have effect to
the benefit of the parties names and their respective heirs, executors,
administrators, successor and permitted assigns, as applicable.
13. SAVING CLAUSE. In the event any provision of this purchase agreement are
declared or determined to be invalid under the laws of the State of
Oklahoma, the remaining terms and conditions shall remain in full force and
effect and shall be binding on the parties hereto.
14. EXECUTION IN MULTIPLE COUNTERPARTS. This purchase agreement may be executed
in any number of counterparts, each of which shall be considered an
original, with the same effect as if the signatures were upon the same
instrument.
IN WITNESS WHEREOF, the parties named herein have reviewed and approved
this Purchase and Sale Agreement and set their hands the year and day first
above written in Oklahoma County, Oklahoma.
/s/Xxxxx X. Xxxxxx
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Zenex Long Distance, Inc. dba Xxxxx X. Xxxxxx
Zenex Communications, Inc.
By: /s/Xxx Xxxxx
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Title: CEO
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