EX-10.6
WELLUX ACQUISITION AGREEMENT
ACQUISITION AGREEMENT
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Acquisition Agreement, made this10th day of June, 1999 by and between
BEACON LIGHT HOLDING CORPORATION a Nevada Corporation, of 00 Xxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxxxxx (the "Buyer") and CROWN UNION INVESTMENT LIMITED
a Hong Kong Corporation of Xxxxx 00, XX 000, Xxx 000, Xxxx Xxx Garden, Xxxx Xxx
Shan, Xxx Xxx Shan, Kowloon, Hong Kong (the "Sellers").
Whereas Buyer, directly and through one or more subsidiaries, intends to
engage in the import, design and manufacture of adult toys and novelties; and
Whereas Wellux Industries Limited, Enterprise Square, Tower II 9 Xxxxxx
Xxxx Road, Suite 1903, Kowloon, Hong Kong, A Hong Kong Corporation (the
"Company"), is engaged in the import, design and manufacture of adult toys and
novelties, which it stocks in its warehouse, and then markets them to its
specialized distribution systems to various wholesalers and retailers; and
Whereas the parties hereto deem it to be in the best interest of each of
them that Buyer purchase 100 percent of the issued and outstanding capital stock
of the Company, and generally succeed to the business of the Company, all
pursuant to such terms, provisions and conditions as the parties hereto shall
agree; and
Whereas the parties have entered into a preliminary Acquisition Agreement
subject to the Buyer's due diligence on March 17, 1999.
Now, therefore, in consideration of the premises and of the mutual promises
and covenants hereinafter set forth, the parties hereto agree further, more and
simultaneously update their agreement made on March 17, 1999 as follows:
1. Purchase and Payment
A. Purchase and Sale of Stock.
a. Buyer agrees to purchase from Seller and Seller agrees to sell,
assign, transfer and deliver to Buyer 100 percent of all the issued and
outstanding stock of the Company all of whom are owned by the Sellers (the
"Stock").
b. The purchase and payment for the Stock by Buyer shall take place at
the time and in the manner hereinafter provided, and the sale, assignment,
transfer and delivery of the Stock by Sellers, shall take place on the Closing
Date at the Closing as those terms are hereinafter defined, subject to the
fulfillment of the conditions hereinafter provided.
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B. Purchase Price. The aggregate purchase price of the Stock (the
"Purchase Price"), shall be Four Million (4,000,000) newly issued common shares
of the Buyer. The shares comprising the Purchase Price, shall be transferred to
the Sellers at closing. Each certificate of common share shall bear the
following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY BE RESOLD OR OTHERWISE TRANSFERRED ONLY IF REGISTERED PURSUANT TO THE
PROVISIONS OF THE ACT OR IF COUNSEL FOR THE COMPANY DETERMINES THAT AN EXCEPTION
FOR REGISTRATION IS AVAILABLE.
2. Representation and Warranties of Buyer. Buyer hereby represents and
warrants to the Sellers that:
A. Organization and Qualification. The Buyer (a) is a duly organized and
validly existing corporation under the laws of the State of Nevada, (b) the
execution, delivery and performance of this Agreement by the Buyer has been duly
authorized by all necessary corporate action, (c) this Agreement is a valid and
legally binding obligation of the Buyer enforceable in accordance with the terms
hereof, (d) no governmental authorization, approval, order, license, permit,
franchise or consent and no registration or filing with any governmental
authority is required in connection with the execution, delivery or performance
of this Agreement by the Buyer.
B. Capital Structure. The Buyer (a) is authorized by its charter and
applicable law to issue 45,000,000 shares of common stock having a par value of
$.001, of which as of the date hereof 17,596,422 shares were issued and
outstanding, no shares were issuable and reserved for issuance pursuant to the
Buyer's stock option and purchase plans and 5,000,000 shares of preferred stock
having a par value of $.001, of which as of this date hereof, no shares were
issued and outstanding; (b) All of the outstanding shares have been, or upon
issuance will be, validly issued and are fully paid and non-assessable (c) has
all voting rights vested exclusively in the presently issued and outstanding
capital stock; and (d) has outstanding no bonds, debentures or other similar
evidences of indebtedness.
C. Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation before any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the Buyer
threatened against or affecting the Buyer, the Common Stock of the Buyer or the
Buyer's officers or directors in their capacity as such.
3. Representation s and Warranties of the Sellers and the Company.
Sellers hereby warrant and represent to Buyer that, as of the date hereof, the
following statements are true and correct:
A. Corporate Status. The Company is (a) duly organized, validly
existing and in good standing under the laws of Hong Kong; (b) has full power to
own all its properties and carry on its business as it is now being conducted;
and (c) is qualified to do business as a foreign corporation in each of the
jurisdictions in which it operates and the character of the properties owned by
the Company or the nature of the business transacted by the Company does not
make qualification necessary in any other jurisdiction or jurisdictions.
B. Authority to Sell. Sellers have full right, power and authority to
sell, transfer and deliver the Business owned by such Seller to Buyer in
accordance with the terms of this Agreement, and otherwise to consummate and
close the transaction provided for in this Agreement in the manner and upon the
terms herein specified.
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C. Financial Statements. At or prior to the date of this Agreement,
the Company has delivered to Buyer internal financial statements as of December
31, 1998, and said internal financial statements, including the related notes
and explanatory notes, present fairly the financial position of the Company at
the date thereof and the results of its operations for the periods therein
indicated, in conformity with generally accepted accounting principals applied
on a basis consistent in each case with that of the preceding year.
D. Period Since Most Recent Financials. From the date of the most
recent reviewed internal balance sheet included in the Company's Financials, the
Company has:
a. Not suffered any material adverse change in its financial condition,
assets, liabilities or business.
b. Not affirmatively waived, canceled or compromised any of its rights,
debts or claims of substantial value.
c. Not issued any additional shares of stock, rights or options to
purchase or convert into such stock, or other securities.
d. Not made any distributions to its shareholders, as
shareholders, of any assets, by way of dividends, purchase of shares or
otherwise.
e. Not mortgaged, pledged or granted a lien or encumbrance on any of
its properties or assets, except with respect to equipment purchased by the
Company during such period.
f. Not sold or transferred any of its assets, tangible or intangible,
except motor vehicles and except inventory and other assets sold or disposed of
in the ordinary and usual course of business.
g. Not incurred any extraordinary losses, within the meaning of
generally accepted accounting principles, and/or incurred or become liable for
any obligations or liabilities except current liabilities, within the meaning of
generally accepted accounting principles, incurred in the ordinary and usual
course of business, or made any extraordinary expenditures, within the meaning
of generally accepted accounting principles, other than for the purchase of
motor vehicles and for additions and betterments to existing plant, equipment
and facilities.
h. Not increased the rate of compensation for any of its officers or
directors nor for any executive employees, except as may be in accord with past
practices and in the usual and ordinary course of business of the Company.
i. Not experienced any material adverse effect on its business,
properties and assets as the result of any fire, explosion, earthquake, flood,
drought, windstorm, accident, strike, embargo, confiscation of vital equipment,
material or inventory, cancellation of contracts by any domestic or foreign
government, or any agency thereof, or customer whose business with seller
represents 5% or more of sellers gross revenue, riot, activities of armed
forces, or acts of God or the public enemy.
j. To the best knowledge of Seller, it not incurred any liabilities,
contingent or otherwise, except those stated in the balance sheet of the Company
as of December 31, 1998.
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E. Capital Structure. The Company (a) is authorized by its charter
and applicable law to issue capital stock of the type and having par values as
set forth herein; (b) has no other issued and outstanding shares of its capital
stock whatever; (c) does not have authorized, issued or outstanding any
subscription, option, warrant, conversion or other rights to the issuance or
receipt of any shares of its capital stock; (d) has all voting rights vested
exclusively in the present issued and outstanding capital stock; and (e) has
outstanding no bonds, debentures or other similar evidences of indebtedness
except as specifically disclosed in its balance sheet as of January 31, 1999,
(and related noted thereto).
F. Ownership of Stock. All of the issued and outstanding shares of
capital stock of the Company are owned by Crown Union Investment Ltd. Sellers
own beneficially and of record the number of shares set forth in Schedule A.
Seller holds such ownership free and clear of all liens, claims, debts,
encumbrances and assessments, and any and all restrictions as to sale,
assignment or transferability thereof. Sellers have full right, power and
authority to sell, transfer and deliver all of the business and assets to Buyer
in accordance with the terms of this Agreement, and otherwise to consummate and
close the transaction provided for in this Agreement in the manner and upon the
terms herein specified.
G. Title to Assets. The Company has good and marketable title to all
of its assets, which good and marketable title is free and clear of all
mortgages, pledges, liens, credit agreements, title retention agreements,
security agreements, taxes, claims, debts and other obligations and
encumbrances, (b) the lien, if any, of current taxes not yet due and payable and
(c) such additional encumbrances or imperfections of titles, if any, which are
not substantial in character, amount or extent and which do not materially
detract from the value, or materially interfere with the present or future
intended use, of the property subject thereto or affected thereby, and which do
not otherwise materially impair or affect the business and operations of the
Company.
H. Peaceable Possession of Assets. The ownership and possession of
all of the assets of the Company have been peaceable and undisturbed and the
title thereto has never been disputed or questioned to the knowledge of the
Company; nor does the Company know of any facts by reason of which the
possession or title thereof by the Company might be disturbed or questioned or
by reason of which any claim to its assets might arise or be set up adverse to
the Company.
I. Regulatory Good Standing. The Company has all material rights,
certificates, authorities, permits, licenses, franchises and other
authorizations necessary to and has complied in material respects with all laws
applicable to, the conduct of its business in the manner and in the areas in
which such business is presently being conducted and all such certificates,
authorities, rights, permits, licenses, franchises and authorizations are valid,
in good standing, in full force and effect, under no orders of suspension or
restraints, and subject to no disciplinary, probationary or other orders. To
the best of its knowledge, the Company has engaged in no activity whatever which
would cause or lead to proceedings involving revocation, suspension, restraint,
disciplinary action or any other action whereby any of such certificates,
authorities, rights, permits, licenses, franchises or authorizations, or any
part thereof, might be canceled, terminated, suspended, impaired, lost or
otherwise adversely affected, and no action or proceeding looking to or
contemplating any of the foregoing is pending or to the Company's knowledge
threatened. The foregoing shall not be deemed to constitute a warranty or
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representation that the Company has not heretofore or shall not hereafter suffer
to be committed minor and unintentional violations of any governmental
regulations of such nature as not to cause either suspension or revocation of
the Company's operating authority.
J. Litigation. The Company is not a party to any pending or to its
knowledge threatened suit, action, proceeding, prosecution or litigation which
might materially adversely affect the financial condition, business, assets,
properties, certificates, rights, authorities, franchises or authorizations of
the Company, or materially interfere therewith, nor to the knowledge of the
Company is there any threatened or pending governmental investigation involving
the Company or any of its operations, including inquiries, citations or
complaints by any governmental agency, which would materially adversely affect
the financial condition, business, assets or properties of the Company; and
there are no outstanding, existing or pending judgments, orders, decrees,
rulings, directives, stipulations or other mandates of any court or any public
or quasi-public agency, body or official which have been in any way violated as
they relate to or affect the Company or any of the Company's properties,
businesses, operations, affairs or activities.
K. Defaults. There are no material defaults on the part of the
Company under any contract, lease, mortgage, pledge, credit agreement, title
retention agreement, security agreement, lien, encumbrance or any other
commitment, contract, agreement or undertaking to which the Company is a party.
L. Tax Returns. All returns for income taxes, surtaxes, excess profits
taxes, franchise taxes, sales and use taxes, real and personal property taxes
and any and all other taxes to which the Company, or its assets, operations or
income may be subject, due as of the date hereof, have been duly prepared and
filed in good faith and all taxes shown thereon have been paid or are accrued on
the books of the Company.
M. Tax Accruals. All other taxes and other assessments and levies
which the Company is required by law to withhold or to collect have been duly
withheld and collected and have been paid over to the proper governmental
authorities or are held by the Company for such payment and all such withholding
and collections and all other payments unpaid and due in connection therewith as
of January 31, 1999 are duly reflected in the balance sheet of the Company as of
said date.
N. Labor Problems. No labor or labor union problems or difficulties,
strikes, walk-outs, slow downs, job actions, boycotts arbitration,
investigations, litigation or similar proceedings with respect thereto, are
presently existing, suffered, pending or threatened with respect to the Company,
its employees, business operations, assets or properties.
O. Compliance with Law. All of the properties, assets and business
operations of the Company conform in material respects with all applicable
ordinances, regulations, laws and statutes, including but not limited to
building, zoning, safety, highway and other such laws, rules, regulations and
ordinances.
P. Infringements. The Company has never been charged with infringement
or violation of any adversely held patent, trademark, trade name, or copyright,
with claims reading on operations of the Company or on apparatus or methods
employed by the Company in effecting the same, which would materially adversely
affect any operation of the Company, nor is the Company using or in any way
making use of any confidential information or trade secrets, of any former
employer or any present or past employee of the Company except as a result of
the acquisition of the business of such former employer.
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Q. Truth of Representation. No representation by the Company made in
this Agreement and no statement made in any certificate or schedule furnished in
connection with the transaction herein contemplated contains or will contain any
knowingly untrue statement of a material fact or knowingly omits or will omit to
state any material fact reasonably necessary to make any such representation or
any such statement not misleading to a prospective purchaser of the Stock.
4. Covenants of the Sellers and the Company. Sellers hereby covenant and
agrees as follows:
A. Inspection of Records. During the period from the date hereof
through the Closing Date as that term is hereinafter defined (the "Contract
Period"), the Buyer shall have the right and opportunity at its own expense to
make such examination and investigation of the Company's business, properties
and affairs as the Buyer may deem reasonably necessary or desirable for all
purposes relating to this Agreement and to that end, throughout the Contract
Period, the Company will allow and grant the Buyer, its officers, counsel,
accountants, auditors and executive employees full, free and continuous access,
during normal business hours and without interference with the conduct of the
Company's business, to all of the premises, properties, contracts, commitments,
leases, books, papers, documents, instruments, books of account, minutes and
other records of the Company and will furnish and provide the Buyer with all
such financial and other statements and all such additional information and
particulars in respect of the business, properties and affairs of the Company as
the Buyer may, from time to time during the Contract Period, reasonably request
or require.
B. Conduct of Business. During the period from the date hereof to the
Closing Date as that term is hereinafter defined, the Company shall:
a. Conduct its business and operations solely in the usual, normal and
ordinary course;
b. Issue no additional shares of stock, options, call or other rights to
purchase such stock, or any other securities of any kind whatever;
c. Make no distributions to its shareholders, as shareholders, of any of its
assets or properties by way of dividends, purchase of shares, redemption or
otherwise.
d. Not transfer to any person, firm or corporation any customers,
customer lists or customer accounts of the Company;
e. Make no increase of any kind in any salary, wages, bonus or compensation
of any officer, employee, representative or agent of the Company or pay any
extra compensation of any kind whatever to any of such persons, except with
respect to such increases in or additions to compensation as may be required to
be paid in accordance with existing firm and binding contracts and commitments
of the Company and except as may be in accordance with past practices and in the
usual and ordinary course of business of the Company;
f. Not sell, transfer or dispose of any Stock.
g. Not sell, transfer or dispose of any of its business, properties or
assets, tangible or intangible, except for a full and fair consideration in the
usual and ordinary course of business;
h. Make no purchases or acquisitions of any real or personal property
nor increase or decrease inventory, except in the usual and ordinary course of
its business;
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i. Not subject any of its business, property or assets whatever,
tangible or intangible, to any mortgage, lien, pledge, hypothecation or
encumbrance in any manner except for a full and fair consideration in the usual
and ordinary course of business;
j. Not borrow any money, make any unusual or extraordinary expenditures
or incur or become liable for any obligations or liabilities except current
liabilities in the usual and ordinary course of its business;
k. Not make any loans or advances or extend any credit except in the
usual and ordinary course of its business.
C. Publicity. All notices to third parties other than Sellers and all
other publicity concerning the transactions contemplated by this Agreement shall
be planned and coordinated jointly by Buyer and by the Company.
D. Warranties and Representations. The Company will promptly
to Buyer copies of any and all financial statements of the Company prepared by
or for the Company subsequent to the date hereof, and will promptly furnish to
and advise the Buyer of any and all material information, details, facts and
circumstances concerning the Company's financial condition, or business arising
subsequent to the date of this Agreement by reason of which any changes,
modifications, amendments, additions or deletions from any Schedule annexed
hereto or any warranty, representation, covenant or condition recited herein
would be necessary to render the same true and correct in material respects and
not materially false or misleading, as of the date such information, details,
facts and circumstances are furnished to the Buyer.
5. Conditions Precedent to Closing. All obligations of the Buyer under
this Agreement are subject to the fulfillment of each of the following
conditions, in addition to the fulfillment of any and all other conditions set
forth in this Agreement:
A. Effectiveness of Warranties. Each and every one of the warranties
and representations of Sellers and the Company as hereinbefore set forth in
Paragraph 4 hereof, shall be true at and as of the Closing Date as though such
representations were made at and as of such time.
B. Performance of Covenants. Each and every covenant herein made by
Sellers and the Company, as set forth in Paragraph 4, which are to be performed
at or prior to the Closing Date, shall have been duly performed by such times.
C. Financial Condition. The financial condition and financial
statements of the Company are such that:
a. During the period from the date of the Company's January 31, 1999,
1998 internal financial statement to the Closing Date, there have been no
material adverse changes in the capital stock or long term debt, within the
meaning of general accepted accounting principles, of the Company or any
material adverse change in the financial condition or results of operations of
the Company.
D. Management. Subject to removal by a vote of the majority of the
shareholders in the next election of directors, Xxxx Xxxxxxx will serve as the
Buyer's Chairman of the Board and Managing Director of its Far East Operations;
Xxxxx Xxxxxxxxx will remain as the Buyer's President and member of the Board;
and Xxxxxx Xxxxxxxxxxx will serve on the Buyer's Board of Directors.
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E. Corporate Action. Prior to the Closing Date, the Board of Directors of
the Company shall have duly adopted resolutions to the same effect with respect
to the aforesaid matters.
F. Termination. In the event any of the foregoing conditions shall
not be fulfilled prior to the Closing, unless caused by any action or failure to
act on the part of Buyer, Buyer shall have the right to terminate the Agreement
by notice thereof in writing to the Company, and the parties hereto shall be
restored as far as possible to status quo, whereupon the parties hereto shall
have no further obligations or liabilities hereunder, one against the other,
except for the obligation of Buyer under Section H here of which shall survive a
termination of this Agreement.
6. Indemnification.
A. Buyer shall be indemnified by Sellers and the Company, and the
Sellers and the Company will hold harmless the Buyer from and against any
losses, damages or expenses which may be suffered or incurred by Buyer arising
from or by reason of the inaccuracy of any statement, representation or warranty
of Sellers or the Company made herein or, in any schedule hereto or certificate
delivered in connection herewith, or the failure of Sellers or the Company to
perform any agreement made by them herein. Buyer shall give Seller prior
written notice of any claim, demand, suit or action with respect to which
indemnity may be sought pursuant to this Section. Sellers, in every such case,
shall have the right at his sole expense and cost to participate in contesting
the validity or the amount of any such claim, demand, suit or action. In the
event Buyer suffers loss, damage or expense and is entitled to indemnification
under this Section, the amount of any such loss, damage or expense shall be
assessed against and shall be paid by Sellers. Sellers shall have no liability
under this Section unless a claim for indemnification is made by the Buyer prior
to the Six (6) month anniversary of the Closing. Notwithstanding anything
herein to the contrary, Sellers shall have no liability under this Section for
any loss, damage, expense or amount suffered or incurred by Buyer or the Company
(a) as a result of any election made by the Buyer or the Company subsequent to
the Closing under Section 338 of the Internal Revenue Code of 1954, as amended,
or (b) which is covered by insurance maintained by the Company on the Closing
Date.
B. The Buyer shall indemnify the Company and Sellers and shall hold the
Company and Sellers harmless, on demand, from and against any losses, damages or
expenses which may be suffered or incurred by the Company or Seller arising from
or by reason of the inaccuracy of any statement, representation or warranty of
the Buyer made herein or in any document or instrument delivered by Buyer to
Sellers or the Company in connection with the transactions herein contemplated,
or the failure of Buyer to perform any agreement or covenant made by it herein
or in any document or instrument delivered by Buyer to Sellers or the Company in
connection with the transactions herein contemplated.
7. Closing.
A. Time and Place. The closing under this Agreement (the "Closing") and
all deliveries hereunder shall take place at the office of the Seller on May 17,
1999 or such other date as shall be agreed upon by all the parties ("the
Closing date").
B. Delivery of Documents.
a. At the Closing, the Company will deliver to the Buyer the following
documents:
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(i) A written opinion, dated on the Closing Date, of counsel
representing the Company, to the effect that the Company has been duly
incorporated and is on the closing date validly existing as a corporation in
goof standing under the laws of the state of its incorporation; that the Company
is duly qualified or licensed as a foreign corporation in all other states in
which it does business; that the shares of capital stock delivered by Sellers to
Buyer at the Closing have been validly issued and are outstanding, fully paid,
and non-assessable, and constitute all of the issued and outstanding shares of
capital stock of the Company; that such counsel knows of no litigation,
proceeding or investigation pending or threatened against the Company or Sellers
which might result in any material adverse change in the business, properties or
financial condition of the Company or which questions the validity of this
Agreement or of any action taken pursuant to or in connection with the
provisions of this Agreement, other than as represented elsewhere in this
Agreement' and that to the knowledge of such counsel the sale, transfer,
assignment and delivery by Sellers to Buyer of the Stock pursuant to this
Agreement will vest in Buyer all rights, title and interest in and to such Stock
tree and clear of all liens, encumbrances, and equities.
(ii) A written confirmation dated the Closing Date, by the accountant
who reviewed any and all of the financial statements of the Company and who most
recently examined the books and records of the Company.
(iii) A certificate of the Chief Executive Officer and the Chief
Financial Officer of the Company, dated the Closing Date certifying to the best
of his knowledge, in reasonable detail as Buyer may request on and as of said
date, to the fulfillment, as of the Closing Date, of each and every one of the
conditions precedent to the closing set forth in Paragraph 5 hereof, and
specifically setting forth each and every change, amendment, modification,
omission or addition to any provision hereof or schedule annexed hereto or
furnished thereunder, necessary to render each and every one of the provisions
hereof or schedules annexed hereto correct and accurate in material respects and
not materially false or misleading.
(iv) Such additional copies or duplicate originals of the above
described documents and such other documents, undertakings and assurances as
Buyer shall reasonably require, all of which documents, undertakings and
assurances shall be delivered to Buyer sufficiently in advance of the Closing
Date, as Buyer shall reasonably require, so as to permit adequate inspection and
examination thereof, all of which documents, undertakings and assurances shall
be in form satisfactory to counsel to Buyer.
b. At the Closing, Buyer will deliver to each Seller the following:
(i) A written opinion of counsel to Buyer, dated as of the Closing, to
the effect of the representations of Buyer and the Majority Stockholders in
Section 2 hereof.
8. Confidentiality. All information and documentation provided or to be
provided by the Company or Sellers to Buyer in connection with this Agreement
and the transactions contemplated hereby has been and shall be provided in the
strictest confidence. Pending the Closing, Buyer covenants and agrees not to
use any of such information or documentation in or for the benefit of any
business engaged in directly or indirectly by Buyer and not to furnish or
disclose any of such information or documentation to any person or company. If
the transactions contemplated by this Agreement are not consummated, Buyer
covenants and agrees to return all such information and documentation to the
Company and not retain any copies thereof, and Buyer further covenants and
agrees to maintain the confidentiality of such information and documentation and
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to neither use any of it in or for the benefit of any business engaged in
directly or indirectly by the Buyer nor furnish or disclose any of it to any
person or company.
9. General Provisions.
A. Survival of Representations, Warranties and Covenants. Unless
otherwise expressly provided herein, the representations, warranties, covenants,
indemnities and other agreements herein contained shall be deemed to be
continuing and shall survive the consummation of the transactions contemplated
by this Agreement.
B. Diligence. The parties hereto agree that each shall with
reasonable diligence proceed to take all action, which may be reasonably
required to consummate the transaction herein contemplated.
C. Waivers. Each party hereto may:
a. Extend the time for performance of any of the obligations of the
other party;
b. Waive in writing any inaccuracies in representations and warranties
made to it contained in this Agreement or any schedule hereto or any certificate
or certificates delivered by any of the other parties pursuant to this
Agreement; and
c. Waive in writing the failure of performance of any of the
agreements, covenants, obligations or conditions of the other parties herein set
forth, or alternatively terminate this Agreement for such failure.
D. Non-Waiver. The waiver by any party hereto of any breach, default,
inaccuracy or failure by another party with respect to any provision in this
Agreement or any schedule hereto shall not operate or be construed as a waiver
of any other provision thereof or of any subsequent breach thereof.
E. Further Assurances. Each party hereto agrees to execute such
further documents or instruments, requested by the other party, as may be
reasonably necessary or desirable to effect the purposes of this Agreement and
to carry out its provisions, at the expense of the party requesting the same.
F. Entire Agreement. This Agreement constitutes a complete statement
of all the arrangements, understandings and agreements between the parties, and
all prior memoranda and oral understandings with respect thereto are merged in
this Agreement. There are no representations, warranties, covenants, conditions
or other agreements among the parties except as herein specifically set forth,
and none of the parties hereto shall rely on any statement by or on behalf of
the other parties which is not contained in this Agreement.
G. Governing Law. Irrespective of the place of execution or
performance of this Agreement, it shall be governed by and construed in
accordance with the laws of State of New York applicable to contracts made and
to be performed in the State of New York, and cannot be changed, modified,
amended or terminated except in writing, signed by the parties hereto.
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H. Benefit and Assignability. This Agreement shall bind and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns, provided, however, that this Agreement cannot be
assigned by any party except by or with the written consent of the others.
Nothing herein expressed or implied is intended or shall be construed to confer
upon or to give any person, firm or corporation other than the parties hereto
and their respective legal representatives, successors and assigns any rights or
benefits under or by reason of this Agreement.
I. Approval of Counsel. The form of all legal proceedings and all of the
papers and documents used or delivered thereunder, shall be subject to the
approval of counsels to Buyer and Sellers.
J. Costs. The Buyer shall bear its own costs and expenses of the
transaction. The costs and expenses of Sellers in connection with this
Agreement and the transactions contemplated hereby shall be borne and paid by
Sellers.
K. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
L. Notices. Any notices and other communications under this Agreement
shall be in writing and shall be considered given if delivered personally or
mailed by certified mail to the party, for whom such notice is intended, at the
address indicated at the outset hereof (or at such other address as such party
may specify by notice to the other parties hereto).
M. Headings. The headings in this Agreement are intended solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
N. Further Action. Any further action required or permitted to be
taken under this Agreement, including giving notices, executing documents,
waiving conditions, and agreeing to amendments or modifications, may be taken on
behalf of a party by its Board of Directors, its President or any other person
designated by its Board of Directors, and when so taken shall be deemed the
action of such party.
IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement the day and year first above written.
BUYER
BEACON LIGHT HOLDING CORPORATION
By: /s/Xxxxx Gruenbaum___
------------------------
Xxxxx Xxxxxxxxx, President
SELLER
CROWN UNION INVESTMENT LIMITED
By:/S/Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
By:/s/Xxxxxx Xxxxxxxxxxx
----------------------
Xxxxxx Xxxxxxxxxxx
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