Exhibit 2.3
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT MADE THIS 8th DAY OF MARCH, 2001
BETWEEN:
NEXUS MARKETING, INC.
(HEREINAFTER REFERRED TO AS THE"PURCHASER")
OF THE FIRST PART
AND:
VENTURETECH, INC.
(HEREINAFTER REFERRED TO AS THE"VENDOR")
OF THE SECOND PART
WHEREAS the Vendor owns all of the outstanding shares of EUROASIAN
E-CASINOS INTERNATIONAL LTD. (the "Shares"), an Offshore Virtual
Casino and Sports Book Wagering Business incorporated under the
laws of Antigua and Barbuda (the "Company") which company operates
a business within the Free Trade and Processing Zone in Antigua
(the "Business") and;
WHEREAS the Vendor has agreed to sell the Shares to the Purchaser
and;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of
the mutual covenants and agreements herein contained and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereto covenant and agree
with each other as follows:
ARTICLE 1. DEFINITIONS
1.1 In this Agreement, the following terms have the meanings set
out below:
"Agreement" means this Agreement, including the Schedules and
Exhibits thereto, as it may be amended from time to time in writing
between the Parties and the expressions "hereof", "herein",
"hereto", "hereby", "hereunder" and similar expressions refer to
this Agreement and not to any particular part of this Agreement;
"Business" means the Offshore Virtual Casino and Sports Book
Wagering Business
"Closing," means the closing date as provided for in this
Agreement;
"Closing Date," means the 8th day of March 2001;
"Company" means EUROASIAN E-CASINOS INTERNATIONAL LTD.; including
any predecessor, successor or subsidiary companies operating as
EUROASIAN E-CASINOS.
"Gross Win" means total retained deposits after paying out winnings
less licensing fees including any amounts retained by Starnet
Systems Caribbean Inc. ("Starnet") to cover amounts due for a prior
period on account of licensing fees, credit card or any other
charge backs or adjustments.
"Party" means a party to this Agreement and "Parties" means every
party to this Agreement;
"Property" means all property of the company as outlined in Exhibit
A, including all Gaming related URL's, The Starnet License, client
lists and marketing reports, copyright material and trademarks and
any and all other Property of the company including all property
within the Free Trade and Processing Zone in Antigua together with
all related property including but not limited to client lists
marketing reports, copyright material and trademarks.
"Purchase Price" means $350,000 except as may be amended pursuant
to Article 3.2;
"Purchaser" means NEXUS MARKETING INC.;
"Shares" means all of the outstanding shares of every description
issued by EUROASIAN E-CASINOS INTERNATIONAL LTD.;
"Vendor" means Venture Tech Inc.
ARTICLE 2. PURCHASE OF SHARES
2.1 AGREEMENT TO PURCHASE
Subject to the terms and conditions hereof, the Vendor agrees to
sell, and the Purchaser agrees to purchase, on the Closing Date,
the Shares.
2.2 INVESTIGATION
(1) The Purchaser and such nominees, including, without
limitation, such inspectors, appraisers, accountants and advisors
as the Purchaser may deem desirable, shall, during such times and
at such places as the Parties and their representatives may
reasonably agree from time to time, have reasonable access to the
premises, books, leases and other records and Property of the
Business for the purpose of investigating the business and affairs
and property of the Business. Such access shall be exercised in
such a manner as not to interfere with the day-to-day operation of
the Business. The Purchaser agrees that, unless and until the
transactions contemplated hereby have been completed, it will hold
in strict confidence all information so obtained and if it shall
not complete the purchase on the Closing Date, it will forthwith
return to the Vendor all written information and documents obtained
from the Business of the Vendor. The Purchaser hereby undertakes
to ensure that such inquiries, investigations and attendances are
done by its nominees with a view to minimizing any disruption to
the operation of the Vendor.
(1.1) The Purchaser and its nominees shall meet with the
employees of the Company before March 6, 2001, at which time
the Vendor agrees to make appropriate introductions and
arrangements for discussions between the employees and the
Purchaser.
(1.2) Promptly after the date hereof, there shall be made
available to the Purchaser such documents and data or copies
thereof as the Purchaser may reasonably request relating to
the Business, including, but not limited to, such financial
records and statements as may be required for review by the
Purchaser's accountant.
2.2.2 In addition, the Purchaser shall have access to all
of the Company and the Vendor's records in the seven (7) days
preceding the Closing to update such changes in the status of
the Company or the Vendor as may have occurred from the date
of this Agreement to the date of Closing. The Vendor shall
make every reasonable effort to ensure that access to the
required information and documentation is given promptly. In
the event that the Purchaser is not satisfied with any of the
information found or alternatively, is of the view that not
all information is provided, this Agreement shall be at an end
by the Purchaser giving written notice to that effect at any
time up to Closing.
2.3 EMPLOYMENT RECORDS
Promptly after the execution and delivery of this Agreement,
the Vendor shall deliver to the Purchaser, at the Purchaser's
written request, in respect of all of the employees, agents,
officers or subcontractors of the Vendor:
(a) true and complete copies of all present and any future
contracts or commitments for the employment of any officer,
individual employee, or agent, including all collective
agreements or agreements with or commitments to any labour
union;
(b) full details of all current and any future remuneration and
benefit arrangements, expense and other allowances, pension
and welfare plans; and
(c) employee performance records.
2.4 DOCUMENTS AND DATA
On the Closing Date or as soon as practical thereafter, the Vendor
shall deliver to the Purchaser all documents (or copies thereof)
and other data, technical or otherwise, which are owned or in the
possession of the Vendor or the Company which relate directly to
the Business and which will be necessary for the conduct of the
Business after the Closing Date, including, without limitation,
such books of account and financial records as the Purchaser may
reasonably request.
2.5 CONSENTS TO CHANGE OF CONTROL
The Vendor shall use its best efforts to obtain (including the
provision of such reasonable assurances and guarantees as may be
required), where required, consents of all requisite parties,
including, without limitation, the Company, to the change of
control as contemplated. The Purchaser will cooperate in obtaining
all such consents.
ARTICLE 3. PURCHASE PRICE
3.1 AMOUNT OF PURCHASE PRICE
The purchase price payable by the Purchaser to the Vendor for the
Shares shall be $350,000 (Three Hundred Fifty Thousand Dollars)
(subject to adjustments and credits provided for in paragraph 3.2),
(the "Purchase Price").
3.2 PAYMENT OF PURCHASE PRICE
The Purchase Price shall be reduced by any and all outstanding
license fee amounts whether due or accrued. To the best of the
Vendor's information, knowledge and belief these amounts total
approximately $160,000 (One Hundred and Sixty Thousand Dollars)
consisting of $60,000 (Sixty Thousand Dollars) currently due and
payable to Starnet together with an additional $100,000 (One
Hundred Thousand Dollars) of accrued licensing fees payable to
Antigua and Barbuda Free Trade and Processing Zone.
3.2.1 The balance of the Purchase Price consisting of approximately
$190,000 (One Hundred Ninety Thousand Dollars) shall be paid as
follows: Commencing on closing, the Purchaser shall, within 30 days
of the end of the first full monthly period after which the full
amount payable to Starnet on account of its software license is
paid in full, and monthly thereafter, remit 5% (five per cent) of
the Gross Win, to the Vendor until the Purchase price is paid in
full. Interest on the outstanding amount shall accrue at the rate
of 10% per annum, compounded semi-annually. Payments shall be
credited firstly to any accrued interest and subsequently to the
principal portion of the outstanding amount.
3.2.2 In the event that a claim arises as between the Purchaser and
the Vendor, the Vendor will provide notice of the claim to the
Purchaser, who will then have thirty (30) days within which to
either acknowledge that the claim is payable or provide reasons in
writing why the claim is disputed. In the event that the claim is
not disputed, the Purchaser shall pay same within the said (30)
thirty days.
3.3 Vendor shall allow the Purchaser to use the URL's associated
with the gambling sites but shall only transfer these to the
Purchaser's name and custody upon receiving full payment as
provided in 3.2.1.
ARTICLE 4. CLOSING ARRANGEMENTS
4.1 CLOSING
Time shall be of the essence of this Agreement. The Closing
shall take place at 4:00 p.m. on the Closing Date at the offices
of the solicitors for the Purchaser.
4.2 INTERIM PERIOD
After the date hereof, the Vendor and the Purchaser shall jointly
approve all material acts and decisions in respect of the
Business. Subject thereto, the Vendor shall cause the Business
(including its bank accounts and loans) to be carried on in the
normal course of business after the date hereof and until the
Closing Date.
4.3 CLOSING PROCEDURES
On or before the Closing, the Vendor and the Purchaser shall take
or cause to be taken all actions, steps and corporate proceedings
necessary or desirable to validly and effectively approve or
authorize the completion of the transactions herein and on
Closing, the Vendor shall deliver:
(a) The certificates representing the Shares in fully
transferable form, and the Vendor shall cause the
transfer of the Shares to be fully entered in the
registers of the Company at Closing;
(b) An affidavit of the Vendor, dated as of the Closing
Date, stating that, from the date hereof and until the
Closing Date, there has been no material adverse change,
financial or otherwise, in the condition of the Property,
Company or the Business and no change in any of the
representations or warranties given by the Vendor in this
Agreement.
(c) All assurances, transfers, assignments, consents,
elections and other documents as the Purchaser's
solicitors consider reasonably necessary or desirable to
validly and effectively complete the provisions of this
Agreement and in particular, the transfer of the Shares
to the Purchaser. The Vendor to also provide guarantees
for the Company up to the time of Closing, which
guarantees shall continue for five years after Closing
Date on all previous activities of the Company, and which
guarantees shall be to indemnify the Purchaser from any
damages or claims arising from the breach of this
Agreement by the Vendor or for any representation or
warranty of the Vendor which is or becomes untrue or
inaccurate.
(d) An affidavit confirming compliance with the terms
and conditions of this Agreement and upon fulfilment of
the foregoing provisions of this Section 4.3 and upon
fulfilment of all the terms set out in Section 5.1
hereof, which have not been waived in writing as therein
provided, the Purchaser shall deliver to the Vendor the
Purchase Price which shall be paid in accordance with the
Agreement.
ARTICLE 5. TERMS OF CLOSING
5.1 TERMS FOR THE PURCHASER'S BENEFIT
The Purchaser shall not be obliged to complete the
purchase herein provided for unless, on the Closing Date,
each of the following terms shall have been satisfied, it
being understood that the terms are included for the
exclusive benefit of the Purchaser and may be waived in
writing in whole or in part by the Purchaser at any time;
and the Vendor shall use its best effort to ensure that
the terms are fulfilled on or before the Closing Date:
(1) Corporate proceedings. All corporate and legal
proceedings and approvals as are considered necessary by
the Purchaser's solicitors shall have been taken or
obtained by the Company to authorize the Vendor to sell
and transfer the Shares to the Purchaser.
(2) Representations and Warranties. The representations
and warranties set forth in Section 6.1 are presently and
shall be true and correct in all material respects on the
Closing Date.
(3) Compliance. All of the terms, covenants and
agreements set forth in this Agreement to be complied
with or performed by the Vendor at or before the Closing
Date shall have been complied with or performed by the
Vendor on or before the Closing Date.
(4) No Casualty. From the date hereof and until the
Closing Date, no material adverse change to the condition
or quantum of the assets of the Company or to its
finances or affairs or those of the Business shall have
occurred.
(5) Directors and Officers. At or before the Closing
Date, the Directors and Officers of the company shall
have resigned and shall have delivered to the Purchaser
their personal releases of all or any contracts with and
claims against the Company, other than claims for
salaries and expenses and employee benefits which shall
have been disclosed to and accepted by the Purchaser; and
the Vendor shall have convened such meetings of the
Directors and Shareholders of the Company as may be
required for the purpose of electing the Purchaser's
nominees as Directors and Officers of the Company.
(6) Status of Vendor. The Vendor shall have delivered to
the Purchaser reasonable and satisfactory evidence that
the Vendor is not an un-discharged bankrupt, is not
suffering under any disability and has no outstanding and
unsatisfied executions against him which would affect his
ability to sell the Shares.
(7) Non-Competition Agreement. The Vendor and such other
key persons as identified by the Purchaser shall, prior
to the closing of this transaction, execute and deliver
to the Purchaser a Non-Competition Agreement in a form
and content satisfactory to the Vendor and Purchaser.
(8) Other Terms. The Parties agree that the terms,
conditions and warranties as set out in Schedule "B
hereto form part of this Agreement. If any of the
foregoing terms shall not have been fulfilled on or
before the Closing Date, the Purchaser may terminate this
Agreement by notice in writing to the Vendor, in which
event the Purchaser shall be released from all
obligations under this Agreement, and (unless the
Purchaser can show that the terms relied upon could
reasonably have been performed by the Vendor) the Vendor
shall also be released from all obligations hereunder;
but the Purchaser shall be entitled to waive compliance
with any such terms in whole or in part, if it shall see
fit to do so, without prejudice to its rights of
termination in the event of non-fulfilment of any other
term in whole or in part.
(9) The Purchaser shall have entered into agreements with
any of the Vendor and/or such employees, subcontractors
or officers of the Company as the Purchaser may choose,
on terms and conditions satisfactory to the Purchaser,
before the Closing Date, failing which this Agreement
shall be null and void and all deposit moneys shall be
repaid immediately to the Purchaser, without interest or
penalty.
(10) The Purchaser shall, prior to closing, have reviewed
and be completely satisfied, following such review of the
Company's leases, existing contracts and agreements,
financial records, employment terms and conditions of the
employees, subcontractors and officers of the Company, as
to the liabilities disclosed by the Vendor as part of
this Agreement, as to the viability of the Business,
failing any of which the Purchaser shall be entitled to
terminate this Agreement and, immediately following such
notice of termination in writing given by the Purchaser,
all deposit moneys shall be returned to the Purchaser,
without interest or penalty.
(11) The Purchaser shall, prior to closing, be completely
satisfied with the results of the inspections and reviews
conducted under this Agreement, in his sole discretion,
failing which the Purchaser shall be entitled to
terminate this Agreement and, immediately following such
notice of termination in writing given by the Purchaser,
all deposit moneys shall be returned to the Purchaser,
without interest or penalty.
(12) The Purchaser shall be completely satisfied that the
Company has no liability, contingent or otherwise, with
respect to any guarantee or indemnity relating to non-
arm's length or arm's length persons.
(13) The Vendor shall release any and all rights, claims,
demands and remedies which it may have as against the
Company as a shareholder, creditor, officer or employee
before the Closing Date in a form satisfactory to the
Purchaser's solicitors.
(14) In the event that the Purchaser does not complete
the purchase herein provided for as a result of the non-
satisfaction of any of the above conditions, or for any
other reason, whether provided for in this Agreement or
not, then this Agreement shall be deemed to be null and
void, and all deposit moneys shall be immediately
returned to the Purchaser, without interest or penalty.
5.2 TERMS FOR THE VENDOR'S BENEFIT
The Vendor shall not be obliged to complete the
transactions herein provided for unless, on the Closing
Date, each of the following terms shall have been
satisfied, it being understood that the terms are
included for the exclusive benefit of the Vendor and may
be waived in writing in whole or in part by the Vendor at
any time; and the Purchaser shall use its best efforts to
ensure that the terms are fulfilled on or before the
Closing Date.
Compliance with Agreement All of the terms, covenants and
agreements set forth in this Agreement to be complied
with or performed by the Purchaser on or before the
Closing Date shall have been complied with or performed
by the Purchaser on or before the Closing Date.
In case any of the foregoing terms shall not have been
fulfilled on or before the Closing Date, the Vendor may
terminate this Agreement by notice in writing to the
Purchaser, in which event the Vendor shall be released
from all obligations under this Agreement and (unless the
Vendor can show that the term relied upon could
reasonably have been performed by the Purchaser) the
Purchaser shall also be released from all obligations
hereunder, but the Vendor shall be entitled to waive
compliance with any such term in whole or in part, if it
shall see fit to do so, without prejudice to its rights
of termination in the event of non-fulfilment of any
other term in whole or in part. In case of such
termination, the Purchaser's deposit shall be returned
immediately to the Purchaser, without interest or
penalty.
ARTICLE 6. REPRESENTATIONS AND WARRANTIES
6.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor represents and warrants to the Purchaser
as follows:
(1) Good Standing. The Company is presently, and will
be, on the Closing Date, a corporation (i) duly
incorporated and organized, validly subsisting and in
good standing under the laws of Antigua; and (ii) duly
authorized and licensed to own its own properties, and to
carry on the Business, and such Business as is being
carried on by the Vendor, and is able to enter into and
carry out its obligations under this Agreement.
(2) Authorized and Issued Capital of Company. The
authorized capital of the Company, on the Closing Date,
will consist of 1,000 Common shares;
(3) Assets of the Company. The assets of the Company
are those set out in Schedule "A".
(4) No Options. There is not now nor at the Closing
Date will there be any agreement or option existing
pursuant to which the Vendor or the Company is or might
be required to issue any further shares of its capital,
nor are there any outstanding warranties, options or
rights for the acquisition of any of the purchased
Shares or any other shares of the Company.
(5) Ownership of Securities. The Vendor, at the
Closing Date, will be the beneficial owner of record of
the Shares with good and marketable title thereto, free
and clear of any pledge, lien, charge, encumbrance or
security interest of any kind and of any option or
other right to sell the same in accordance with the
terms of this Agreement. ).
(6) No Subsidiaries. The Company, at the Closing Date,
will have no subsidiaries nor any agreement of any
nature to acquire any subsidiary.
(7) Financial Statements. The financial statements of
the Business have been prepared in accordance with
generally accepted accounting principles, applied on a
consistent basis with regard to the financial
statements of the Business for its prior fiscal periods
and in accordance with this Agreement; and present
fairly the financial position and assets of the
Business as at the Closing Date, and include and
disclose the material liabilities (either actual,
accrued or contingent and whether direct or indirect)
of the Business as of the Closing Date. The Purchaser
will accept unaudited monthly financial records to be
examined by the Purchaser's accountant and if not
satisfactory to the Purchaser, this transaction shall
become null and void.
(8) Records Complete. All material financial
transactions of the Business have now and at the
Closing Date will have been properly recorded in its
books and records.
(9) Contracts. Except as set forth in Schedule "A"
hereto or as approved in writing by the Purchaser, all
contracts of the Business have been reflected in, or
have been considered in, preparing the closing balance
sheet, and (subject to such exceptions) the Business:
(a) the Vendor warrants that there is no labour, trade
union or collective agreement at present with respect
to the company or the Business and there will not be
any labour, trade union or collective agreement at the
Closing Date.
(b) Benefit Plans - are not now nor at the Closing Date
will operate any bonus, pension, profit or practice,
formal or informal, in effect with respect to any
employees or others;
(c) Employment Contracts - are not now nor at the Closing
Date will it be bound by any agreement, whether written
or oral, with any employee providing for a specified
period of notice of termination nor providing for any
fixed term of employment; and has now and at the
Closing Date will have no employees who cannot be
dismissed upon such notice as common or statute law may
prescribe;
(d) Contracts Affected by Change of Control are not now or
at the Closing Date will be bound by any outstanding
contract or commitment which required prior approval of
any change of control of the Business from the Vendor
to the Purchaser resulting from the consummation of the
purchase of the Shares by the Purchaser; and
(e) Other Contracts - are not now nor at the Closing Date
will be bound by any outstanding contract or commitment
except those entered into in the ordinary course of
business and having not more than 12 months to run; and
it not now nor at the Closing Date will be materially
in default under any material contract by which it is
bound or under which it is entitled to the benefits of
and advantages thereof.
(10) Title to Assets. To the best of the Vendor's information,
knowledge and belief other than ongoing licensing costs both
payable and accrued the Company now has and at the Closing Date
will have a good and marketable title, free and clear of any and
all claims, liens, encumbrances and security interests
whatsoever, to all of the assets as at the Closing Date and to
any properties and assets acquired since the date hereof, except
in either case those sold in the ordinary course of business
during such period.
(11) Tax Matters. To the best of the Vendor's information,
knowledge and belief the Company and the Business is not now and
at the Closing Date will not be in arrears or in default in
respect of the filing of any required United States federal,
state or municipal tax or other return; and at each of such times
(i) all taxes, filing fees and other assessments due and payable
or collectable from the Business shall have been paid or
collected, (ii) no claim for additional taxes, filing fees or
other amounts and assessments has been made which has not been
paid, and (iii) to the best of the Vendor's knowledge, no return
shall have contained any mis-statement or concealed any statement
that should have been included therein. The Vendor or the
Company has withheld and will withhold up to the Closing Date
from each payment made to any employee the amount of all taxes
(including but not limited to income tax) and other deductions
required to be withheld therefrom and have paid or will pay such
amounts to the proper tax or other receiving authority and in
addition the Company shall pay or make provision for the payment
of any accrued corporate or other taxes. Such provision to be
made in a manner acceptable to the Purchaser.
(12) The Vendor warrants that to the best of its knowledge the
Business has the right to operate from its present location and
that any Property and Business operations comply with all of the
applicable zoning, fire, health, hydro, environmental rules and
regulations and by-laws and, without limiting the generality of
the foregoing, that the Property and Business comply with all
rules, regulations, by-laws, statutes, etc. applicable to and for
the type of operation being carried out on the Property, except
as otherwise disclosed.
(13) No Breach Caused by this Agreement. Neither the execution
or delivery of this agreement nor the fulfilment or compliance
with any of the terms hereof will conflict with, or result in a
breach of the terms, conditions or provisions of, or constitute a
default under the articles and by-laws, as amended, of the
Company or any material agreement or instrument to which the
Vendor or the Company or Business is subject, or will require any
consent or other action by any administrative or governmental
body.
(14) Absence of Certain Changes or Events. Except with the prior
written consent of the Purchaser, after the execution of this
Agreement:
(a) Business in Normal Course - the Business has and will have
been carried on in the normal course of business, consistent with
previous fiscal periods and in accordance with Section 4.2
hereof;
(b) Capital Expenditures - no capital expenditures will have been
made or authorized by the Business except with the consent of the
Purchaser;
(c) Articles - no amendments will have been made to the articles
or by-laws of the Company;
(d) There have been, within the last twenty-four (24) months
of the date of this Agreement, and will be no payments or
transfers or dispositions of any property to or for the benefit
of any non-arm's length party. Any such payments, transfers or
dispositions shall be fully disclosed to the Purchaser by the
Vendor before the Closing Date;
(e) No dividends will be declared or paid to any Shareholder
by the Company and there are no outstanding and unpaid dividends
as of the date hereof.
(15) Damage or Loss. There has not been nor will there be on the
Closing Date any damage, destruction or loss materially or
adversely affecting the Business or assets of the Company; no
sale, transfer or other disposition of any material capital
assets of the Company; no expropriation or condemnation of any
capital asset and, to the best of the Vendor's information,
knowledge and belief, no such proceedings have been instituted or
are pending.
(16) Liabilities. There are and will be no liabilities of the
Company of any kind whatsoever, whether or not accrued and
whether or not determined or determinable, contingent or non-
contingent, in respect of which the Company or the Purchaser may
become liable on or after the completion of the transaction
contemplated by this Agreement except:
(a) liabilities disclosed on, reflected in or provided for in the
financial statements delivered to the Purchaser; or
(b) liabilities disclosed or referred to in this Agreement
or in the Schedules hereto;
To the best of the Vendor's information, knowledge and belief
there are no pending or threatened actions, suits, proceedings or
investigations against or affecting the Company involving the
possibility of any judgment, order or liability which would
result in any material adverse change in its business,
properties, assets or in its condition, financial or otherwise.
The Vendor does not know or has reason to know of any basis for
any such actions, suit, proceeding or investigation. The Vendor
further represents and warrants that the Company has no
liabilities, contingent or non-contingent, direct or indirect,
with respect to non-arm's length persons and that any guarantee
or indemnity with such persons have been or will be fully
discharged or released before the Closing Date.
(17) Agreements. The Company has not entered into any agreements
with non-arm's length persons.
(18) Indemnity. The Vendor agrees to provide an indemnity, in a
form satisfactory to the Purchaser's solicitors, wherein the
Vendor will indemnity the Purchaser for any and all liabilities
which have not been disclosed in this Agreement provided that
such indemnity shall not exceed the unpaid portion of the
Purchase Price.
(19) Employment It is agreed that the Purchaser shall not,
directly or indirectly, without the written agreement of the
Vendor, employ any employees of the Company for a period of one
year after the Closing of this transaction. In the event that an
employee of the Company is employed by the Purchaser, directly or
indirectly, the Purchaser shall be liable to the Vendor for the
payment of an amount equal to one year's salary, including
benefits, of the employee so employed by the Purchaser. In
addition, the Purchaser shall be liable to pay to the Vendor such
reasonable recruitment costs incurred by it in replacing the
employee, which has, directly or indirectly, been employed by the
Purchaser. For purposes of this paragraph, "employee" shall be
deemed to be any person in the employ of the Vendor at any time
after the date of this Offer to the Closing of the transaction
and shall also include such employees of the Company during the
period of one year after the Closing of the transaction.
(20) Business of the Company. The Company does not and has never
carried on any business other than the Business and does not and
has never owned any property other than the Property.
6.3 LIMITATIONS AND SETOFF
(1) The representations and warranties of the Vendor contained
herein shall survive the Closing and, notwithstanding such
Closing, shall continue in full force and effect for the benefit
of the Purchaser for a period of one (1) year after closing,
after which time the Vendor shall be released from all
obligations and liabilities thereunder in respect of such
representations and warranties, except with respect to any claims
made by the Purchaser in writing prior to the expiration of such
period.
(2) The representations and warranties of the Purchaser contained
herein shall survive the Closing and notwithstanding such
Closing, shall continue in full force and effect for the benefit
of the Vendor until such time as the Purchase Price has been
satisfied in full, after which time the Purchaser shall be
released from all obligations and liabilities thereunder in
respect of such representations and warranties, except with
respect to any claims made by the Vendor in writing prior to the
expiration of the period.
ARTICLE 7. GENERAL
7.1 INTERPRETATION
(1) Definitions. Where used herein or in any amendment or
supplement hereof, unless the context otherwise requires,
the words and phrases with initial capitals set forth herein
will have the meanings set forth.
(2) Schedules. Schedules and other documents attached or
referred to in this Agreement are an integral part of this
Agreement.
(3) Sections and Headings. The division of this Agreement
into Articles, sections and subsections and in the insertion
of headings are for convenience or reference only and shall
not affect the construction or interpretation hereof.
(4) Extended Meanings. Words importing the singular number
include the plural and vice-versa; words importing the
masculine gender include the feminine and neuter genders.
(5) Funds. All dollar amounts referred to in this Agreement
are in lawful money of the United States.
7.2 EXPENSES
Each Party shall be responsible for its own legal and audit fees
and other charges, including accountant, advisor and consultant
fees and costs, incurred in connection with the preparation of
this Agreement, all negotiations between the Parties and the
consummation of the transactions contemplated hereby
7.3 FURTHER ASSURANCES
Each of the Parties hereto will, from time to time, at the
other's request and expense and without further consideration,
execute and deliver such other instruments of transfer,
conveyance and assignment and take such further action as the
other may require to more effectively complete any matter
provided for herein.
7.4 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the
parties and except as herein stated and in the instruments and
documents to be executed and delivered pursuant hereto, contains
all of the representations and warranties of the respective
parties. There are no oral representations or warranties between
the parties of any kind. This Agreement may not be amended or
modified in any respect except by written instrument signed by
both parties.
7.5 APPLICABLE LAW
This Agreement shall be interpreted in accordance with the law of
the Province of British Columbia and the laws of Canada
applicable therein and shall be treated in all respects as a
British Columbia contract.
7.6 NOTICES
Any notice required or permitted to be given thereunder shall be
in writing and shall be effectively given if (i) delivered
personally, (ii) sent by prepaid courier service or mail, or
(iii) sent prepaid by telecopier, telex or other similar means of
electronic communication (confirmed on the same or following day
by prepaid mail) addressed, in the case of notice to the
Purchaser:
Address: Nexus Marketing Inc.
0-0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx X.X. X0X 0X0
Attention: Chief Financial Officer
And in the case of notice to the Vendor as follows:
Address: Venture Tech Inc.
Suite 500 1055 West 14th
North Vancouver B.C. V7P 3P2
Attention: Chief Financial Officer
Any notice so given shall be deemed conclusively to have been
given and received when so personally delivered or sent by telex,
telecopier or other electronic communication or on the second day
following the sending thereof by private courier or mail. Any
Party hereto or others mentioned above may change any particulars
of its address for notice by notice to the others in the manner
aforesaid.
7.7 ARBITRATION
The Parties agree that they shall use best efforts to settle
amicably disagreements arising from or in connection with this
Agreement. To this effect, following notice of any Party to the
others of a disagreement (which shall include any failure to
agree upon a matter to be agreed upon) the Parties shall consult
and negotiate with one another in good faith an understanding to
reach a just and equitable solution. If those attempts fail
after a period of ten (10) days from the time the Parties have
been notified of the disagreement, then every such disagreement
shall be referred to arbitration in accordance with the
following:
(a) any Party may, by written notice to the other Party, request
that the disagreement be referred to arbitration with the
reference being to a single arbitrator who is reasonably
knowledgeable in the industry and mutually agreed to by the
Parties, provided that, if the Parties are unable to agree on an
arbitrator within twenty (20) days of receipt of the written
notice, the arbitration shall be to three arbitrators, each being
reasonably knowledgeable in the industry, one of whom shall be
appointed by the Purchaser and one of whom shall be appointed by
the Vendor and each Party shall provide notice to the other Party
of the arbitrator so appointed within thirty (30) days of the
written notice requesting arbitration and the third arbitrator
shall be appointed by the arbitrators appointed by the Purchaser
and the Vendor and such third arbitrator shall be the
chairperson, provided further that if either Party fails to give
notice of the appointment of an arbitrator as herein provided,
the reference shall be to an arbitrator appointed in accordance
with this clause and such arbitrator shall be considered to have
been mutually agreed to by the Parties;
(b) where reference is to three arbitrators, decisions may be made
by the majority of the arbitrators, provided that matters
susceptible to reduction to a number, such as a dollar amount,
shall be decided by closed ballot by averaging the two nearest
numerical decisions of the three arbitrators;
(c) the arbitrator(s) may proceed to an award notwithstanding the
failure of one Party to participate in the arbitration
proceedings;
(d) the prevailing Party shall be entitled to an award of
reasonable legal fees incurred in connection with the arbitration
in such amount as determined by the arbitrator(s); and
(e) the award of the arbitrator(s) shall be enforceable in a
court of competent jurisdiction.
Notwithstanding the foregoing, the Parties shall be entitled to
seek injunctive relief or other equitable remedies from any court
of competent jurisdiction. Except where clearly prevented by the
issue in dispute, the Parties agree to continue performing their
respective obligations under this Agreement, and the other
related agreements entered into in connection with this
Agreement, while the dispute is being resolved, unless and until
such obligations are terminated or expire in accordance with the
provisions hereof.
7.8 SUCCESSORS AND ASSIGNS
This Agreement shall enure to the benefit of and be binding upon
the Parties hereto and their respective successors, assigns,
heirs and personal representatives, as the case may be.
IN WITNESS WHEREOF the parties by their respective duly
authorized signing officers have executed this Agreement in North
Vancouver this 8th day of March, 2001.
Per: Venture Tech Inc. Per. Nexus Marketing
Inc
________________________________ ______________________________
Xxxxxxx Xxxxx, C.E.O. Xxxx Xxxxxx, President
I have authority to bind the corporation I have authority to
bind the corporation
