Exhibit 2.12
STOCK PURCHASE AGREEMENT (OI)
This Stock Purchase Agreement ("Agreement") is made as of the 17th day
of August, 2000, by and between Internet Law Library, Inc., a Delaware
corporation ("Buyer"), and Jack Ben Ezra ("Seller"). This Agreement is
contingent upon Buyer being able to purchase an aggregate of 68 percent of the
outstanding stock of Compass Data Systems, a Nevada corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Seller owns 2,525,711 shares of the issued and outstanding
shares of capital stock of Compass Data, Systems, a Nevada corporation (the
"Company");
WHEREAS, Seller desires to sell and convey to Buyer, and Buyer desires
to purchase from Seller, all of the capital stock of the Company owned by
Seller.
NOW, THEREFORE, for and in consideration of the premises and of the
mutual representations, warranties, covenants and agreements contained herein,
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and upon the terms and subject to the conditions
hereinafter set forth, the parties do hereby agree as follows:
1. PURCHASE AND SALE
Purchase of Stock. On the Closing Date (as defined below), Buyer
agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of the
issued and outstanding shares of common stock of the Company owned by Seller for
a total consideration of $768,473 (the "Total Consideration"), the determination
of which is defined below. If the total shares of Compass Data Systems purchased
by Internet Law Library, Inc., does not equal 68 percent, in the aggregate, of
the outstanding stock of Compass Data Systems, then this Agreement is void, at
the option of Buyer.
Purchase from Individual Selling Shareholder: This document
conveys 2,525,711 shares of Compass Data Systems common stock from Jack Ben
Ezra, Seller, to Buyer.
Type of Consideration. The Total Consideration is to be paid in
shares of common stock of the Buyer, par value, $0.001 per share (the "Buyer
Shares"), restricted under Section 144 of the Rules of the Securities and
Exchange Commission. The number of shares to be delivered by Buyer will be
determined as the percentage derived from dividing the total number of shares of
Compass Data, Inc., purchased by Buyer, divided by the total number of shares of
Compass Data, Inc., issued and outstanding, which percentage is then multiplied
by $3.6 million, the total of which become the numerator, to be divided by the
average closing price of Buyer's stock during the 20 trading days immediately
preceding the Closing, the denominator.
Example follows:
Example
Shares purchased by Internet LL = % ($3.6 million) = Total $ Value of CompassData shares
-------------------------------
outstanding CompassData Shares
Purchased
(Total $ Value of
CompassData Shares ) Average closing price = # of shares to be delivered by Buyer
Purchased)
The average closing price will be determined by adding the closing price of the
stock on each of the 20 days immediately preceding Closing and dividing by 20.
However, in no event will the denominator be less than $1 or more than $4. In no
event will the number of shares delivered by Buyer be greater than 3.6 million
shares or less than 900,000 shares.
2. Representations and Warranties of Seller with Respect to the
Company
Seller individually represents and warrants to Buyer, to the best of his
knowledge, as follows:
(A) Representations and Warranties of Seller
Authorization. This Agreement has been signed and delivered by the
Seller and constitutes the valid and binding obligation of Seller, enforceable
in accordance with its terms, except that
(i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors'
rights generally;
(ii) the remedies of specific performance and injunctive relief are
subject to certain equitable defenses and to the discretion of the
court before which any proceedings may be brought; and
(iii) rights to indemnification hereunder may be limited under
applicable securities laws (the "Equitable Exceptions"). The Seller
has full corporate power, capacity, and authority to sign this
Agreement and any other necessary agreements and documents.
3. Representations and Warranties of the Seller
Seller represents and warrants as more specifically set forth hereafter
that the representations and warranties in this section as they apply to him are
true and correct as of the date of this Agreement and at the time of the
Closing.
(A) Authority; Ownership. Seller has the full legal right, power, and
authority to enter into this Agreement. Seller owns beneficially (subject to any
community property interest of his or her spouse) and of record the Company
Shares as described in this Agreement and the Company Shares owned by Seller are
owned free and clear of all Liens other than standard state and federal
securities laws private offering restrictions.
(B) Preemptive Rights. Seller does not have, or hereby waives, any
preemptive or other right to acquire Company Shares that Seller have or may have
had.
(C) Validity of Obligations. This Agreement has been signed and delivered
and constitutes the legal, valid, and binding obligations of Seller that is a
party thereto in accordance with their respective terms.
(D) Absence of Claims Against the Company. Seller does not have any claims
against the Company other than as disclosed herein.
(E) Accredited Investor. Seller is an "accredited investor," as that term
is defined by Rule 501 of Regulation D, promulgated under the Securities Act of
1933, as amended (the "Securities Act").
(F) Investment Intent. Seller is acquiring the Buyer's Shares in his own
name and account and not with a view to, or for resale in connection with, any
distribution thereof in violation of applicable securities laws.
(G) Buyer Shares Not Registered. Seller acknowledges that the Buyer Shares
have not been registered under the Securities Act or applicable state securities
laws, and that they must be held in accordance with Rule 144 of the Securities
and Exchange Commission.
(H) Risk of Investment. Seller recognizes, acknowledges, and warrants that
he has such knowledge and experience as to be capable of evaluating the merits
and risks of the investment in Buyer and is aware of the speculative nature of
and risks of loss associated with such investment.
4. Representations and Warranties of Buyer
Buyer represents and warrants to Seller as follows:
(A) Organization and Authorization. Buyer is a corporation duly organized,
validly existing, and in
good standing under the laws of the State of Delaware with all requisite
corporate power and authority to own, lease, and operate its properties and to
carry on its business as now being conducted. Buyer has all requisite corporate
power, capacity, and authority to sign and deliver this Agreement and all other
necessary agreements and documents. The execution and delivery of this Agreement
and such other agreements and documents by Buyer and the consummation by Buyer
of the transactions contemplated hereby have been duly authorized by Buyer and
no other corporate action on the part of Buyer is necessary to authorize the
transactions contemplated hereby. This Agreement has been duly signed and
delivered by Buyer and constitutes the valid and binding obligation of Buyer,
enforceable in accordance with its terms, subject to the Equitable Exceptions.
(B) No Violations. The execution and delivery of this Agreement and the
other agreements and documents contemplated hereby by Buyer and the consummation
of the transactions contemplated hereby will not (a) violate any provision of
the certificate of incorporation or bylaws of Buyer, (b) violate any statute,
rule, regulation, order or decree of any public body or authority by which Buyer
or its properties or assets are bound, or (c) result in a violation or breach
of, or constitute a default under or result in the creation of any encumbrance
upon, or create any rights of termination, cancellation or acceleration in any
person with respect to any agreement, contract, indenture, mortgage, or
instrument to which Buyer is a party or any of its properties or assets is
bound.
(C) Consents. No consent, approval, or other authorization of any
governmental authority or third party is required as a result of or in
connection with the execution and delivery of this Agreement and the other
agreements and documents to be executed by Buyer or the consummation by Buyer of
the transactions contemplated hereby.
(D) Investment Intent. Buyer is acquiring the Seller's Shares for its own
account and not with a view to their distribution within the meaning of Section
2(11) of the Securities Act.
(E) Limitation of Warranties. Except as expressly set forth in any
agreement, document, or instrument executed in connection with this Agreement,
Buyer does not make any express or implied representation or warranty of any
kind.
(F) The Buyer Shares. The Buyer Shares when delivered hereunder will be
duly authorized, validly issued, and fully paid and nonassessable. The Buyer
Shares will be issued pursuant to Section 4(2) of the Securities Act. Any
certificates representing Buyer Shares issued to any Seller will contain a
restrictive legend.
5. Covenants of the Parties
(A) Approvals and Consents. Seller will use his best efforts (i) to cause
all conditions to the obligations of Buyer under this Agreement over which he is
are able to exercise influence or control to be satisfied prior to the Closing
Date and (ii) to obtain promptly and to comply with all requisite statutory,
regulatory, or court approvals, third party releases and consents, and other
requirements necessary for the valid and legal consummation of the transactions
contemplated hereby.
(B) No Solicitation. Except with respect to Buyer and its Affiliates,
after the date hereof, Seller shall not, and Seller shall cause the Company and
the respective officers, directors, employees, agents, and representatives of
Seller and the Company (including, without limitation, any investment banker,
attorney, or accountant retained by any of them) not to (i) initiate or solicit,
directly or indirectly, any inquiries or the making of any proposal with respect
to a merger, consolidation, sale of shares of capital stock or similar
transaction involving, or any purchase of all or any significant portion of the
assets (other than in the ordinary course of business) of, or any equity
interest in, the Company (an "Acquisition Transaction"), or (ii) engage in any
negotiations concerning, or provide to any other person any information or data
relating to the Company for the purposes of or have any discussions with any
person relating to, or otherwise cooperate in any way with, or assist or
participate in, facilitate or encourage any effort or attempt by any other
person to seek or effect, an Acquisition Transaction. Seller shall promptly
advise Buyer of, and communicate to Buyer the terms of, any such inquiry or
proposal the Company or Seller may receive.
6. Conditions to Obligations of Buyer
The obligation of Buyer to purchase Seller's Shares at the Closing, shall
be subject to the satisfaction of each of the following conditions at or prior
to the Closing:
(A) Representations and Warranties. Each representation and warranty of
Seller contained in this Agreement and in any Schedule or other disclosure in
writing from Sellers shall be true and correct when made, and shall be true and
correct on and as of the Closing Date with the same effect as though such
representation and warranty had been made on and as of the Closing Date.
(B) Covenants of Seller. All of the terms, covenants, conditions, and
agreements herein on the part of Seller to be complied with or performed on or
before the Closing Date shall have been fully complied with and performed.
(C) Absence of Litigation. No inquiry, action, suit, or proceeding shall
have been asserted, threatened, or instituted (i) in which it is sought to
restrain or prohibit the carrying out of the transactions contemplated by this
Agreement or to challenge the validity of such transactions or any part thereof,
(ii) which could, if adversely determined, result in any Material Adverse Effect
or (iii) as a result of which, in the reasonable judgment of Buyer, Buyer would
be deprived of the material benefits of the ownership of the Seller's Shares.
(D) Consents and Approvals. All material authorizations, consents,
approvals, waivers and releases, if any, necessary for Seller to consummate the
transactions contemplated hereby shall have been obtained and copies thereof
shall be delivered to Buyer.
(E) Certificates. Seller shall have delivered to Buyer (i) certificates of
the appropriate governmental authorities, dated as of a date not more than
twenty (20) days prior to the Closing Date, attesting to the existence and good
standing of the Company in the States of Nevada and Utah; (ii) a copy, certified
by the Secretary of State of Nevada as of a date not more than twenty (20) days
prior to the Closing Date, of the charter and all amendments thereto of the
Company; (iii) a copy certified by the Secretary of the Company, dated the
Closing Date, of the bylaws of the Company; and (iv) certificates, dated the
Closing Date, of the Secretary of the Company, relating to the incumbency and
corporate proceedings in connection with the consummation of the transactions
contemplated hereby.
(F) Shareholder Release. Seller shall have executed and delivered to Buyer
immediately prior to the Closing Date an instrument dated the Closing Date
releasing the Company from any and all claims of the Seller against the Company
and obligations of the Company to the Seller, except for items specifically
identified thereon as being claims of or obligations to the Seller and
continuing obligations to Seller relating to his employment by the Company.
(G) Opinion of Counsel. Seller acknowledges that he understands his right
to seek an opinion of counsel of his choosing and that he has had an opportunity
to do so before signing this Agreement.
(H) No Material Adverse Effect. There shall not have been any Material
Adverse Effect.
(I) No Transfers to Affiliates. Except as otherwise expressly contemplated
by this Agreement, the Company shall not have distributed or transferred any of
its assets or properties, or made any payments, to or for the benefit of any of
its Affiliates.
(J) Due Diligence Review
The due diligence review of the Company (including, without limitation,
legal, financial, operational and environmental matters) to be conducted by or
on behalf of Buyer shall have been completed in a manner satisfactory to Buyer
and shall not reveal or produce adverse facts with respect to the Company, its
premises, business, operations, financial condition or prospects which are not
otherwise disclosed in this Agreement or any Schedule attached.
No condition shall exist that was not disclosed in writing to Buyer prior
to the date hereof that would have a Material Adverse Effect.
(K) Stock Certificates. Seller shall have tendered certificates
representing the Company Shares owned by him, duly endorsed in blank or
accompanied by appropriate stock powers, in proper form for transfer, with all
transfer taxes paid.
7. Conditions to Obligations of Seller
The obligations of Seller to sell his Shares and to cause the other
transactions contemplated hereby to occur at the Closing shall be subject,
except as Seller may waive in writing, to the satisfaction of each of the
following conditions at or prior to the Closing:
(A) Representations and Warranties. Each representation and warranty of
Buyer contained in this Agreement and in any Schedule or other disclosure in
writing from Buyer shall be true and correct when made, and shall be true and
correct on and as of the Closing Date with the same effect as though such
representation and warranty had been made on and as of the Closing Date.
(B) Covenants of Buyer. All of the terms, covenants, conditions, and
agreements herein on the part of Buyer to be complied with or performed on or
before the Closing Date shall have been fully complied with and performed.
(C) Absence of Litigation. No inquiry, action, suit or proceeding shall
have been asserted, threatened or instituted in which it is sought to restrain
or prohibit the carrying out of the transactions contemplated by this Agreement
or to challenge the validity of such transactions or any part thereof.
(D) Consents and Approvals. All material authorizations, consents,
approvals, waivers and releases, if any, necessary for Buyer to consummate the
transactions contemplated hereby shall have been obtained and delivered to
Seller.
(E) Stock Certificates. Buyer shall have delivered or cause to be
delivered to Seller stock certificates representing the Buyer Shares in the
amounts specified in this Agreement.
8. Closing
(A) Closing. The closing of the transactions contemplated hereby (the
"Closing") shall take place at the offices of Compass Data Systems, or such
other place as is agreed to by Buyer and Seller, on August 17, 2000, or such
other date as the parties may agree upon in writing (the "Closing Date").
(B) Delivery of the Company Shares. At the Closing, Seller shall deliver
or cause to be delivered to Buyer the stock certificate(s) evidencing all of the
Company Shares owned by them, duly endorsed or accompanied by duly executed
stock powers assigning the Company Shares to Buyer and otherwise in good form
for transfer.
(C) Delivery of the Buyer Shares. At the Closing, Buyer shall deliver or
cause to be delivered to Seller the stock certificates evidencing the Buyer
Shares to be transferred hereunder.
9. Termination Prior to Closing
(A) Termination. This Agreement may be terminated and abandoned at any
time prior to the Closing:
By the written mutual consent of Buyer and Seller;
By Buyer on the Closing Date if any of the conditions to obligations of
Buyer shall not have been fulfilled on or prior to the Closing Date;
By Sellers on the Closing Date if any of the conditions to obligations of
Seller shall not have been fulfilled on or prior to the Closing Date;
By either Buyer or Seller if the Closing shall not have occurred on or
before October 1, 2000; and
By Buyer, upon written notice to Seller, if the examination of the Company,
including its assets, liabilities, operations, business and prospects, by Buyer,
or its representatives or agents, discloses the existence or nonexistence of any
matters or things that, in the sole judgment of Buyer, would be reasonably
likely to result in a material loss or damage to Buyer or the Company or a
material diminution in value of the Company.
In the event of a termination pursuant to this article, each party will
bear its own costs and expenses incurred with respect to the transactions
contemplated hereby.
10. Indemnification
(A) Buyer's Losses
Seller agrees to indemnify and hold harmless Buyer and its directors,
officers, employees, representatives, agents, and attorneys from, against and in
respect of any and all Buyer's Losses (as defined below) suffered, sustained,
incurred or required to be paid by any of them by reason of (i) any
representation or warranty made by the Company or Seller in or pursuant to this
Agreement (including, without limitation, the representations and warranties
contained in any schedule or certificate delivered pursuant hereto) being untrue
or incorrect in any respect and without regard to any "materiality," "material
adverse effect," or "substantial compliance" or similar exception or qualifier;
(ii) any liability arising from or based upon the operation of the Company
through the Closing Date; or (vi) any liability arising from or based upon
required consents not obtained prior to the Closing.
"Buyer's Losses" shall mean all damages (including, without limitation,
amounts paid in settlement with the Seller's consent, which consent may not be
unreasonably withheld), losses, obligations, liabilities, claims, deficiencies,
costs and expenses (including, without limitation, reasonable attorneys' fees),
penalties, fines, interest and monetary sanctions, including, without
limitation, reasonable attorneys' fees and costs incurred to comply with
injunctions and other court and Agency orders, and other costs and expenses
incident to any suit, action, investigation, claim or proceeding or to establish
or enforce the rights of Buyer or such other persons to indemnification
hereunder.
(B) Seller Losses
Buyer agrees to indemnify and hold harmless Seller and his agents and
attorneys, for and in respect of any and all Seller Losses (as defined below)
suffered, sustained, incurred or required to be paid by any of the Seller by
reason of (i) any representation or warranty made by Buyer in this Agreement
being untrue or incorrect in any respect and without regard to any
"materiality," "material adverse effect," "material adverse effect" or
"substantial compliance" or similar exception or qualifier; (ii) any failure by
Buyer to observe or perform its covenants and agreements set forth in this
Agreement or any other agreement or document executed by it in connection with
the transactions contemplated hereby; or (iii) any liability for claims arising
from or based upon the operation of the Company subsequent to the Closing Date,
except in any instance and to the extent Seller Losses result from the
negligence or misconduct of Seller.
"Seller Losses" shall mean all damages (including, without limitation,
amounts paid in settlement with the consent of Buyer, which consent may not be
reasonably withheld), losses, obligations, liabilities, claims, deficiencies,
costs, and expenses (including, without limitation, reasonable attorneys' fees),
penalties, fines, interest and monetary sanctions, including, without
limitation, reasonable attorneys' fees and costs incurred to comply with
injunctions and other court and Agency orders, and other costs and expenses
incident to any suit, action, investigation, claim or proceeding or to establish
or enforce the right of Seller or such other persons to indemnification
hereunder.
(C) Notice of Loss
Except to the extent set forth in the next sentence, a party to the
Agreement will not have any liability under the indemnity provisions of this
Agreement with respect to a particular matter unless a notice setting forth in
reasonable detail the breach or other matter which is asserted has been given to
the Indemnifying Party (as defined below) and, in addition, if such matter
arises out of a suit, action, investigation, proceeding or claim, such notice is
given promptly, but in any event within thirty (30) days after the Indemnified
Party (as defined below) is given notice of the claim or the commencement of the
suit, action, investigation or proceeding. Notwithstanding the preceding
sentence, failure of the Indemnified Party to give notice hereunder shall not
release the Indemnifying Party from its obligations under this article, except
to the extent the Indemnifying Party is actually prejudiced by such failure to
give notice. With respect to Buyer's Losses, Environmental Costs and Employee
Claims, Sellers shall be the Indemnifying Party and Buyer and its directors,
officers, employees, representatives, agents and attorneys shall be the
Indemnified Party. With respect to Seller Losses, Buyer shall be the
Indemnifying Party and Seller and his agents and attorneys shall be the
Indemnified Party.
(D) Right to Defend. Upon receipt of notice of any suit, action,
investigation, claim, or proceeding for which indemnification might be claimed
by an Indemnified Party, the Indemnified Party shall have the option of electing
to defend, contest or otherwise protect against such suit, action,
investigation, claim or proceeding, with the costs and expenses of such defense
to be borne by the Indemnifying Party, and the Indemnifying Party must
cooperate in any such defense or other action. The Indemnifying Party shall have
the right, but not the obligation, to participate at its own expense in a
defense thereof by counsel of its own choosing, but the Indemnified Party shall
be entitled to control the defense unless otherwise determined by the
Indemnified Party or if the Indemnified Party fails to assume defense of the
matter. In the event the Indemnified Party shall fail to defend, contest or
otherwise protect in a timely manner against any such suit, action,
investigation, claim or proceeding, the Indemnifying Party shall defend, contest
or otherwise protect against the same and make any compromise or settlement
thereof, and shall pay all costs thereof, including, without limitation,
reasonable attorneys' fees, disbursements and all amounts paid as a result of
such suit, action, investigation, claim or proceeding or the compromise or
settlement thereof; provided, however, that the Indemnifying Party must send a
written notice to the Indemnified Party of any such proposed settlement or
compromise, which settlement or compromise the Indemnified Party may reject, in
its reasonable judgment, within 30 days of receipt of such notice. Failure to
reject such notice within such 30-day period shall be deemed an acceptance of
such settlement or compromise. The Indemnified Party shall have the right to
effect a settlement or compromise over the objection of the Indemnifying Party;
provided, that if the Indemnifying Party has assumed the defense from the
Indemnified Party upon the election of the Indemnified Party, the Indemnified
Party waives any right to indemnity therefor. If the Indemnifying Party
undertakes the defense of such matters upon the election of the Indemnified
Party, the Indemnified Party shall not, so long as the Indemnifying Party does
not abandon the defense thereof, be entitled to recover from the Indemnifying
Party any legal or other expenses subsequently incurred by the Indemnified Party
in connection with the defense thereof other than the reasonable costs of
investigation undertaken by the Indemnified Party with the prior written consent
of the Indemnifying Party.
(E) Cooperation. Buyer and Seller, and Seller's affiliates, successors,
and assigns, shall cooperate with each other in the defense of any suit, action,
investigation, proceeding, or claim by a third party and, during normal business
hours, shall afford each other access to their books and records and employees
relating to such suit, action, investigation, proceeding or claim and shall
furnish each other all such further information that they have the right and
power to furnish as may reasonably be necessary to defend such suit, action,
investigation, proceeding or claim, including, without limitation, reports,
studies, correspondence and other documentation relating to Environmental
Protection Agency, Occupational Safety and Health Administration, and Equal
Employment Opportunity Commission matters.
11. Miscellaneous
(A) Entire Agreement. This Agreement (including the exhibits and schedules
hereto) constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, between the parties hereto with respect
to the subject matter hereof, and no party shall be liable or bound to the other
in any manner by any representations or warranties not set forth herein.
(B) Successors and Assigns. The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. Neither this Agreement nor any
rights, interests, or obligations hereunder may be assigned by any party hereto
without the prior written consent of all other parties hereto, and any purported
assignment in violation of this section shall be null and void.
(C) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
(D) Headings. The headings of the articles and sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.
(E) Construction. As used in this Agreement, the words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular article, section, paragraph or other
subdivision.
(F) Modification and Waiver. Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled to
the benefits thereof, and this Agreement may be modified or amended by a written
instrument executed by Buyer, the Company and each Seller. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by all of the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.
(G) Schedules, Etc. All attachments are expressly made a part of this
Agreement as though fully set forth herein.
(H) Notices. All notices of communication required or permitted
hereunder shall be in writing and may be given by (a) depositing the same in
United States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt request, (b) delivering the same in
person to an officer or agent of such party, (c) telecopying the same with
electronic confirmation of receipt.
(i) If to Buyer, addressed to it at:
c/o Hunter M. A. Xxxx, CEO
Internet Law Library, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000-0000
(ii) If to the Seller, addressed to him at:
Jack Ben Ezra
0000 Xxxx Xxxxx Xxxxx XX
Xxxxxxxxxxx XX 00000-0000
or to such other address or counsel as any party hereto shall specify pursuant
to this section from time to time.
12. Governing Law; Consent to Jurisdiction
This Agreement shall be construed in accordance with laws of the state of
Texas. The parties hereto expressly consent and agree that any dispute,
controversy, legal action, or other proceeding that arises under, results from,
concerns, or relates to this Agreement may be brought in the federal and state
courts in and of the state of Texas and acknowledge that they will accept
service of process by registered or certified mail or the equivalent directed to
their last known address as determined by the other party in accordance with
this agreement or by whatever other means are permitted by such courts. The
parties hereto hereby acknowledge that said courts have jurisdiction over any
such dispute or controversy, and that they hereby waive any objection to
personal jurisdiction or venue in these courts or that such courts are an
inconvenient forum. All remedies at law, in equity, by statute, or otherwise
shall be cumulative and may be enforced concurrently or from time to time and,
subject to the express terms of this agreement, the election of any remedy or
remedies shall not constitute a waiver of the right to pursue any other
available remedies.
13. Survival of Covenants, Agreements, Representations, and
Warranties
(A) Covenants and Agreements. All covenants and agreements made hereunder
or pursuant hereto or in connection with the transactions contemplated hereby
shall survive the Closing and shall continue in full force and effect thereafter
according to their terms without limit as to duration.
(B) Representations and Warranties. All representations and warranties
contained herein shall survive the Closing and shall continue in full force and
effect thereafter for a period of three (3) years following the Closing.
(C) Claims Made Prior to Expiration. The termination of a survival period
shall not affect the rights of an Indemnified Party in respect of any claim made
by such party with specificity, in good faith and in writing to the Indemnifying
Party prior to expiration of the applicable survival period.
(D) Publicity. Except as required by law, no party hereto shall issue any
press release or make any public statement, in either case relating to or in
connection with or arising out of this Agreement or the matters contained herein
without obtaining the prior written approval of the other parties to the content
and manner of presentation and publication thereof, which consent shall not be
unreasonably withheld or delayed.
(E) Expenses. Seller, on the one hand, and Buyer, on the other hand, shall
be solely responsible for their respective costs and expenses incurred in
connection with the transactions contemplated hereby.
(F) Third-Party Beneficiaries. No individual or firm, corporation,
partnership, or other entity shall be a third-party beneficiary of the
representations, warranties, covenants, and agreements made by any party hereto.
(G) Number and Gender of Words. Whenever the singular number is used, the
same shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.
(H) Specific Performance; Other Rights and Remedies. Each party recognizes
and agrees that in the event the other party or parties should refuse to perform
any of its or their obligations under this Agreement, the remedy at law would be
inadequate and agrees that for breach of such provisions each party shall, in
addition to such other remedies as may be available to it at law or in equity,
be entitled to injunctive relief and to enforce its rights by an action for
specific performance to the extent permitted by applicable law. Each party
hereby waives any requirement for security or the posting of any bond or other
surety in connection with any temporary or permanent award of injunctive,
mandatory, or other equitable relief.
(I) Further Assurances. From time to time after the Closing, at the
request of any other party but at the expense of the requesting party, Buyer, or
Seller, as the case may be, will execute and deliver any such other instruments
of conveyance, assignment and transfer, and take such other action as the other
party may reasonably request in order to consummate or evidence the transactions
contemplated hereby.
(J) Brokers and Agents. Each party represents and warrants that it has
employed no broker or agent in connection with this transaction and agrees to
indemnify and hold harmless the other parties against all loss, cost, damages or
expense arising out of claims for fees or commissions of brokers employed or
alleged to have been employed by such indemnifying party.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.
BUYER:
Internet Law Library, Inc. Date: 8/31/00
By: /s/ Hunter M. A. Xxxx
Name: Hunter M. A. Xxxx
Title: CEO
SELLER: Date: 8/17/00
/s/ Jack Ben Ezra
AMENDMENT TO
STOCK PURCHASE AGREEMENT
Between
Internet Law Library, Inc. (Buyer) and Jack Ben Ezra (Seller)
Internet Law Library, Inc. (Buyer) and Jack Ben Ezra (Seller) agree that
the Stock Purchase Agreement dated August 17, 2000, is amended to reflect an
effective date of October 1, 2000. The "Closing Date" defined in the Agreement
for purposes of calculating the number of shares to be paid by Buyer to Seller
remains August 17, 2000.
Signatures of the parties:
Internet Law Library, Inc., Buyer
By: /s/ Hunter M. A. Xxxx
Xxxxxx M. A. Xxxx
/s/ Jack Ben Xxxx
Xxxx Xxx Xxxx, Seller
