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EXHIBIT 6.14.1
ACQUISITION AGREEMENT
THIS PURCHASE AGREEMENT made, entered into, and effective as of this
29th day of September, 1998, by and among MIRACOM Corporation, a Nevada
corporation ("Buyer"), UNITED EQUITY PARTNERS, INC., a Florida corporation(UEP)
and Xxxxxxx Xxxxx and Xxxxx Xxxxxxxx, individuals (Xxxxx and Xxxxxxxx):
W I T N E S S E T H:
WHEREAS, Buyer wishes to acquire UNITED EQUITY PARTNERS, INC. as set forth
herein; and
WHEREAS, UNITED EQUITY PARTNERS, INC. has agreed to sell, and Buyer has agreed
to purchase UNITED EQUITY PARTNERS, INC. and to enter into certain other
agreements with UNITED EQUITY PARTNERS, INC., Xxxxx and Xxxxxxxx as set forth
and upon the terms and conditions set forth herein below.
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, the parties do hereby agree as
follow:
1. DEFINITIONS.
The following definitions shall apply herein and in all other documents executed
in connection herewith unless the contract clearly requires otherwise:
a. "ACTUAL KNOWLEDGE" shall mean those specific facts and that
specific information which is and are actually known by a
person or company. With regard to UNITED EQUITY PARTNERS,
INC., the term "Actual Knowledge" shall mean, the actual
knowledge of the personnel running the day to day business of
UNITED EQUITY PARTNERS, INC.; provided, however, that UNITED
EQUITY PARTNERS, INC., Xxxxx and Xxxxxxxx may rely upon
certificates of such personnel as to the knowledge of such
personnel concerning UNITED EQUITY PARTNERS, INC., its
operations and the representations and warranties contained in
this Agreement.
b. "ASSETS" shall mean and refer to those items set forth on
Exhibit "A" attached hereto and hereby made a part hereof.
c. "ASSUMED LIABILITIES" shall mean and refer to those
liabilities and obligations of UNITED EQUITY PARTNERS, INC.
referred to in paragraph 12 below.
d. "BEST KNOWLEDGE" shall mean that level of specific knowledge
and information of a person or company which either is
actually known or reasonably should have been known upon
first, receiving and/or obtaining actual knowledge of specific
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information and facts. Second, making the same level of
reasonable inquiry which a reasonable person would be expected
to make upon receiving the same specific information and
facts. With regard to UNITED EQUITY PARTNERS, INC., the term
"Best Knowledge", shall mean to the best knowledge of the
personnel running the day to day business of UNITED EQUITY
PARTNERS, INC.; provided, however, that UNITED EQUITY
PARTNERS, INC., Xxxxx and Xxxxxxxx may rely upon certificates
of such personnel as to the knowledge of such personnel
concerning UNITED EQUITY PARTNERS, INC., its operations and
the representations and warranties contained in this
Agreement.
e. "BUSINESS" shall mean the business currently conducted by
UNITED EQUITY PARTNERS, INC. of operating a full service
advertising and marketing company specializing in Internet and
software solutions E Commerce and Y2K Solution.
f. "BUSINESS EQUIPMENT" shall mean and refer to all equipment,
automobiles, trucks and all other machinery, equipment and
personal property regularly used in the Business on the
Closing Date, whether leased or owned by UNITED EQUITY
PARTNERS, INC..
g. "BUSINESS FINANCIAL STATEMENTS" shall mean and refer to those
financial statements for the year 1997 (or UNITED EQUITY
PARTNERS, INC.'s fiscal year commencing in 1997) and each of
the calendar months thereafter ending September 30, 1998,
prepared by UNITED EQUITY PARTNERS, INC., copies of which are
attached hereto and made a part hereof as Exhibit "B".
h. "BUYER" shall mean and refer to MIRACOM Corporation, a Nevada
corporation.
i. "CLOSING" shall mean and refer to the consummation of the
transactions contemplated to occur on the Closing Date.
j. "CLOSING DATE" shall mean and refer to October 22, 1998 or
such later time as shall be mutually agreed by the parties.
k. "CUT OFF TIME" shall mean and refer to 11:59 p.m., October 22,
1998.
l. "XXXXX AND XXXXXXXX EMPLOYMENT AGREEMENT" shall mean and refer
to that certain Employment Agreement attached hereto and
hereby made a part hereof as Exhibit "C".
m. "UNITED EQUITY PARTNERS, INC." shall mean and refer to United
Equity Partners, Inc., a Florida Corporation.
n. "EQUIPMENT LEASES" shall mean and refer to all leases of
Business Equipment to which UNITED EQUITY PARTNERS, INC. is a
party either as lessor or lessee.
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o. "GOODWILL" shall mean the goodwill associated with the
Business and shall include the Marks, if any.
p. "LEASE" shall mean and refer to that certain lease of real
property referred to in paragraph 10 hereof.
q. "MARKS" shall mean and refer to all patents, trademarks,
service marks, logos, trade names, copyrights, licenses,
sublicenses, fictitious names and agreements pertaining to any
of the foregoing, and any applications for any of the
foregoing, used in the Business, all of which are listed on
Exhibit "D" attached hereto and hereby made a part hereof.
r. "MATERIAL CONTRACTS" shall mean and refer to all agreements,
whether written or oral, which relate to the Business and
which have not been fully performed prior to the Closing,
including but not limited to media orders, licenses, leases
(as landlord or tenant), indentures, loan agreements, notes,
mortgages, undertakings and any other agreements with clients,
suppliers, governmental entities, inter exchange carriers,
local exchange carriers, service bureaus, TV and radio
stations, publications, lenders, producers, directors, talent,
employees, independent contractors and any other person or
entity.
s. "ORDINARY COURSE OF BUSINESS" shall mean and refer to the
ordinary course of conduct of the Business.
t. "PURCHASE PRICE" shall mean the issuance of MIRACOM stock in
the amount of 150,000 shares to Xxxxx and Xxxxxxxx together
with employment agreements and Board seat appointment as
described in Exhibit "F'.
u. "RETAINED LIABILITIES" shall mean and refer to all liabilities
and obligations of UNITED EQUITY PARTNERS, INC. other than the
assumed Liabilities.
v. "TRADE ACCOUNTS RECEIVABLE" shall mean and refer to all
accounts receivable owed to UNITED EQUITY PARTNERS, INC. as of
the Closing as a trade creditor in the Ordinary Course of the
Business. Outlined in Exhibit "E".
w. "TRADE RECEIVABLES" shall mean and refer to the Trade Accounts
Receivable listed on Exhibit "EE" attached hereto and hereby
made a part hereof, together with any and all other accounts
receivable generated by the Business.
2. PURCHASE.
At the Closing, the Assets, Goodwill and other rights set forth herein shall be
held by UNITED EQUITY PARTNERS, INC. and purchased by Buyer for a purchase price
as described above in Paragraph 1(t) above.
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The Purchase Price shall be allocated as set forth on Exhibit "F" attached
hereto and hereby made a part hereof.
Each party shall file an IRS Form 8594, if applicable, containing such
allocations with its respective year end tax return, if applicable.
3. PURCHASE OF GOODWILL.
At the Closing, UNITED EQUITY PARTNERS, INC. will assign the Goodwill to Buyer.
The Goodwill shall include, but is limited to, the right of Buyer to use all
Marks associated with the business or used by UNITED EQUITY PARTNERS, INC. in
connection with the business. The Goodwill Shall include the name United Equity
Partners, Incorporated and all other names associated with the business. All
such names are listed on Exhibit "H" attached hereto and hereby made a part
hereof. UNITED EQUITY PARTNERS, INC. will cause all other persons and entities
having an interest in such Marks to execute valid and legally binding agreements
transferring all right to the Marks to Buyer.
4. XXXXX AND XXXXXXXX EMPLOYMENT AGREEMENT; BOARD APPOINTMENTS DOCUMENTS.
(a) Xxxxx and Xxxxxxxx Agreements and Documents: It is essential
and material consideration for buyers acquisition hereunder
that Xxxxx and Xxxxxxxx agree to stay on for a period of 7
years pursuant to the terms and conditions of their Employment
Agreement outlined in Exhibit "C". Such agreements is a
material agreement which Seller would not have entered into
this agreement. The parties agree that damage to the business
of the Buyer and Seller by virtue of the violation of this
Covenant is impossible to ascertain with any certainty at the
date hereof. As a result, in addition to any other remedy
permitted by law, the Buyer and Seller shall be entitled to
the remedy of injunction, both temporary and permanent,
restraining the violating party or any other person or entity
acting in concert with them, either directly or indirectly,
from a violation of this Covenant. In addition to such
injunction, the Buyer or Seller shall have all rights and
remedies at law, equity or otherwise and all such rights and
remedies shall be cumulative and non-exclusive and the
exercise of one such remedy shall not bar the exercise of any
other remedy.
5. CLOSING.
The Closing shall be held in the offices, or at such other place within Florida,
as shall be agreed upon by Buyer and UNITED EQUITY PARTNERS, INC.
6. PAYMENTS.
All payments required to be made at Closing shall be made by bank cashier's
check drawn on a banking institution which is a member of the U.S. Federal
Reserve System or by wire transfer of
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funds to an account designated by UNITED EQUITY PARTNERS, INC., if applicable.
Any and all securities which require transfer shall be accomplished pursuant to
all State and Federal requirements and shall be performed in a timely manner.
7. LEASE.
At the Closing, UNITED EQUITY PARTNERS, INC. will assign to Buyer all its rights
(including the security deposit) under, and Buyer will assume all obligations of
UNITED EQUITY PARTNERS, INC. under the Lease. At the Closing, UNITED EQUITY
PARTNERS, INC. shall furnish Buyer with an estoppel letter and consent to the
assignment of the Lease from the current lessor under the Lease in form and
substance reasonably satisfactory to Buyer.
8. EQUIPMENT LEASES.
At the Closing, UNITED EQUITY PARTNERS, INC. will (if applicable) assign to
Buyer all its rights (including the security deposit) under, and Buyer will
assume all obligations of UNITED EQUITY PARTNERS, INC. under, the Equipment
Leases. At the Closing, if applicable, UNITED EQUITY PARTNERS, INC. shall
furnish Buyer with an estoppel letter and consent to the assignment from each
lessor under each Equipment Lease in form and substance reasonably satisfactory
to Buyer. If leases are not assignable then Buyer hereby assumes all
responsibility for same and hold seller harmless.
9. MATERIAL CONTRACTS.
At the Closing, UNITED EQUITY PARTNERS, INC. will assign to Buyer all of its
rights under, and Buyer will assume all obligations of UNITED EQUITY PARTNERS,
INC. under the Material Contracts. The assignment of the Material Contracts
shall be in form and substance reasonably satisfactory to Buyer. At the Closing,
UNITED EQUITY PARTNERS, INC. shall furnish Buyer with an estoppel letter and
consent to the assignment from each contracting party, if requested by Buyer.
10. REPRESENTATIONS AND WARRANTIES OF UNITED EQUITY PARTNERS, INC..
UNITED EQUITY PARTNERS, INC. represents and warrants to Buyer as follows, and
agrees that all such representations and warranties shall survive the Closing
hereunder for a period of three (3) years:
a. EXISTENCE AND GOOD STANDING. UNITED EQUITY PARTNERS, INC. is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Florida; it has the
requisite corporate power and authority to own or lease its
property and to conduct its business as now being conducted.
The State of Florida is the only jurisdictions in which UNITED
EQUITY PARTNERS, INC. is registered to do business.
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b. AUTHORITY RELATIVE TO THIS AGREEMENT AND THE ESCROW AGREEMENT.
UNITED EQUITY PARTNERS, INC. has full corporate power and
authority to execute and deliver this Agreement and the other
agreements delivered pursuant hereto (the "Related
Agreements") (collectively, this Agreement and the Related
Agreements are sometimes referred to herein as the "Closing
Documents ") and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of the Closing
Documents and the consummation of the transactions
contemplated thereby have been duly and validly adopted and
approved by the Board of Directors and shareholders of UNITED
EQUITY PARTNERS, INC. and no other corporate proceedings on
the part of UNITED EQUITY PARTNERS, INC. are necessary to
authorize the Closing Documents or to consummate the
transactions contemplated thereby. The Closing Documents have
each been duly and validly executed and delivered by UNITED
EQUITY PARTNERS, INC. and each constitutes a valid and binding
agreement of UNITED EQUITY PARTNERS, INC. enforceable against
UNITED EQUITY PARTNERS, INC. in accordance with its respective
terms.
c. PERMIT REQUIREMENTS. Except as heretofore disclosed in writing
by UNITED EQUITY PARTNERS, INC. to Buyer, to the actual
knowledge of UNITED EQUITY PARTNERS, INC., no filing with, and
no permit, authorization, consent or approval of, any public
body or authority, the absence of which would, either
individually or in the aggregate, have a material adverse
effect on the Assets, or the operations or financial condition
of the Business, is necessary for the consummation by UNITED
EQUITY PARTNERS, INC. of the transactions contemplated by this
Agreement. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will
not (i) violate any provision of the Certificate of
Incorporation or By-Laws of UNITED EQUITY PARTNERS, INC., or,
to the actual knowledge of UNITED EQUITY PARTNERS, INC., any
statute, rule, regulation, order or decree of any public body
or authority by which UNITED EQUITY PARTNERS, INC. or any of
the Assets is bound, or (ii) to the best knowledge of UNITED
EQUITY PARTNERS, INC. result in a violation or breach of, or
constitute (with or without due notice or lapse of time or
both) a default under, any license, franchise, permit,
indenture, agreement or other instrument to which UNITED
EQUITY PARTNERS, INC. is a party, or by which any of the
Assets and rights being purchased hereunder is bound.
d. SUBSIDIARIES. UNITED EQUITY PARTNERS, INC. owns no shares or
securities of, and has no ownership interest in, any
corporation, partnership, joint venture, trust, association or
other enterprise, other than those outlined in Exhibit "G",
which is conducting the Business or owns or has any interest
in any of the Assets and this Business is presently being and
has heretofore been conducted by UNITED EQUITY PARTNERS, INC..
e. FINANCIAL STATEMENTS AND NO MATERIAL CHANGES. To the best
knowledge of UNITED EQUITY PARTNERS, INC., date line the
Business Financial
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Statements fairly present the results of operation of the
Business for the periods covered in accordance with generally
accepted accounting principles consistently applied. To the
best knowledge of UNITED EQUITY PARTNERS, INC., the Business
Financial Statements do not contain any untrue statements of
any material fact or omit to state any material fact necessary
in order to make the statements contained in this Section or
therein not misleading. To the best knowledge of UNITED EQUITY
PARTNERS, INC., the books and records of UNITED EQUITY
PARTNERS, INC. relating to the Business reflect only valid
transactions. Except as set forth on Exhibit "H" attached
hereto and hereby made a part hereof, to the best knowledge of
UNITED EQUITY PARTNERS, INC. there has not been any material
and adverse change in the assets or liabilities or in the
condition, financial or otherwise, of the Business and there
has not been any change except in the Ordinary Course of the
Business, and, to the actual knowledge of UNITED EQUITY
PARTNERS, INC., no fact or condition exists or is contemplated
or threatened which will cause such a material, adverse change
in the Business in the future.
f. THE LEASE. The only real property utilized in the Business is
the real property subject to the Lease. To the best knowledge
of UNITED EQUITY PARTNERS, INC. all buildings, structures,
appurtenances and all machinery and equipment utilized by
UNITED EQUITY PARTNERS, INC. in connection with the Business
are in good operating condition and are adequate and suitable
for the purposes for which they are presently being used, and
in conformity with all applicable laws, ordinances and
regulations. To the best knowledge of UNITED EQUITY PARTNERS,
INC. the Lease is in full force and effect; all rents and
additional rents due to date on such Lease have been paid;
UNITED EQUITY PARTNERS, INC. has been in peaceable possession
in and to the Lease since February, 1997, and is not in
default thereunder; no waivers, indulgences or postponements
of the lessee's obligations under the Lease have been granted
by the lessor, and there exists no event of default or event,
occurrence, condition or act which, with the giving of notice,
the lapse of time or the happening of any further event or
condition would become a default under such Lease; to the best
knowledge of UNITED EQUITY PARTNERS, INC. neither the lessee,
nor the lessor have violated any of the terms or conditions
under the Lease; and to the best knowledge of UNITED EQUITY
PARTNERS, INC. all of the covenants to be performed under the
Lease have been fully performed. UNITED EQUITY PARTNERS, INC.
has no agreement with the lessor of the Lease other than as
reflected in the Lease.
g. EQUIPMENT. A true, correct and complete list as of the date
hereof of all Equipment containing a description of each item
(and UNITED EQUITY PARTNERS, INC.'s best estimate of the
condition thereof) is set forth on Exhibit "I" attached hereto
and hereby made a part hereof. UNITED EQUITY PARTNERS, INC.
has and will have on the Closing Date good and marketable
title and/or valid leasehold rights to all such property, free
and clear of all liens, claims and encumbrances.
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h. EQUIPMENT LEASES. A true, correct and complete copy of all
Equipment Leases, is attached hereto and hereby made a part
hereof as Exhibit "J." UNITED EQUITY PARTNERS, INC. has no
agreement with any lessor or lessee, if applicable, other than
as set forth in writing in each respective lease. To the best
knowledge of UNITED EQUITY PARTNERS, INC. and except as
described in Exhibit "J": each such lease is in full force and
effect; all rents and additional rents due to date on each
such lease have been paid; in each case the lessee has been in
peaceable possession since the commencement date set forth in
the Exhibit and is not now in default thereunder; no waiver,
indulgence or postponement of the lessee's obligations
thereunder has been granted by the lessor; and to the best
knowledge of UNITED EQUITY PARTNERS, INC. there exists no
event of default or event, occurrence, condition or act which,
with the giving of notice, the lapse of time or the happening
of any further event or condition would become a default under
any such lease; to the best knowledge of UNITED EQUITY
PARTNERS, INC. neither the lessor or the lessee has violated
any of the terms or conditions under any such lease; and to
the best knowledge of UNITED EQUITY PARTNERS, INC. all of the
covenants to be performed under any such lease have been fully
performed .
i. MATERIAL CONTRACTS, ETC. Attached hereto and hereby made a
part hereof as Exhibit "K" is a true, correct and complete
list of all Material Contracts, together with copies thereof
to the extent the same are in writing. To the best knowledge
of UNITED EQUITY PARTNERS, INC., UNITED EQUITY PARTNERS, INC.
is not in default under any Material Contract and knows of no
default by any other party thereto. No consent or approval of
any other party to any Material Contract is required to
transfer UNITED EQUITY PARTNERS, INC.'s rights thereunder to
Buyer pursuant to this Agreement. Attached as part of said
Exhibit "L" is a list of principal suppliers of the Business.
j. CLIENT LIST. Delivered herewith is a true, correct and
complete list of all clients of UNITED EQUITY PARTNERS, INC..
UNITED EQUITY PARTNERS, INC. knows of no dispute arising in
connection with any of the clients. At closing, UNITED EQUITY
PARTNERS, INC. will certify the correctness and completeness
of the Client List.
k. TRADEMARKS. Attached hereto and hereby made a part hereof as
Exhibit "L" is a true, correct and complete list of all
patents, trademarks, service marks, trade names, copyrights,
licenses, sublicenses, fictitious names, and agreements
pertaining to any of the foregoing, and any applications for
any of the foregoing, used in the business. UNITED EQUITY
PARTNERS, INC. is not in default under any agreement relating
to the marks and knows of no default by any other party
thereto. No consent or approval of any other party is required
to transfer the Marks to Buyer.
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l. EMPLOYEE AGREEMENTS AND EMPLOYEE BENEFITS. To the best
knowledge of UNITED EQUITY PARTNERS, INC., and except as set
forth in the Business Financial Statements and on Exhibit "M",
(i) UNITED EQUITY PARTNERS, INC. has no obligation, whether
contingent or otherwise, under any employment contract,
consulting agreement, collective bargaining agreement,
executive compensation agreement, personal, services
agreement, deferred compensation agreement, pension plan,
retirement plan, profit-sharing plan, stock purchase plan,
stock option plan, group life insurance, hospitalization
insurance, vacation pay plan, severance pay plan or any other
similar agreements or employee benefit plans or any other
arrangement or understanding, whether written or otherwise,
with any employee, independent contractor, agent, stockholder,
or any other person relating to the Business; (ii) No labor
unions are representing or attempting to represent employees
of UNITED EQUITY PARTNERS, INC. or any alleged bargaining unit
thereof; and (iii) UNITED EQUITY PARTNERS, INC. has not agreed
to pay any bonuses or made or agreed to make any increase in
the rate of wages, salaries, or other remuneration of any of
its employees, which has not already become effective.
m. LIABILITIES. To the best knowledge of UNITED EQUITY PARTNERS,
INC. and except as set forth on Exhibit "N" attached hereto
and hereby made a part hereof and except for the Retained
Liabilities, UNITED EQUITY PARTNERS, INC. has no outstanding
or threatened claims against it, or liabilities or
indebtedness, whether fixed, contingent (including potential
product liability claims) or otherwise relating to the
Business, other than liabilities incurred in connection with
this transaction.
n. LITIGATION. To the best knowledge of UNITED EQUITY PARTNERS,
INC. and except as set forth on Exhibit "P" attached hereto
and hereby made a part hereof, UNITED EQUITY PARTNERS, INC. is
not engaged in or a party to, or threatened with, any legal
action or other proceeding before any court, tribunal or
administrative agency, or by any action of any local or inter
exchange carrier or service bureau. To the best knowledge of
UNITED EQUITY PARTNERS, INC., UNITED EQUITY PARTNERS, INC. has
complied in all material respects with all federal, local,
state or foreign laws, rules, regulations and orders
applicable to the Business. To the best knowledge of UNITED
EQUITY PARTNERS, INC., UNITED EQUITY PARTNERS, INC. is not
under investigation with respect to any charge concerning any
violation of any law, order, rule, policy or regulation,
whether federal, local, state or foreign, in respect of the
Business.
o. INSURANCE. A true and correct list of all policies of
insurance covering any of the Assets or otherwise relating to
the Business owned by UNITED EQUITY PARTNERS, INC. or in which
UNITED EQUITY PARTNERS, INC. is named as the insured party,
including the amounts thereof, hereto and hereby made a party
hereof as Exhibit "O", knowledge of UNITED EQUITY PARTNERS,
INC.
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and except as disclosed in Exhibit "O", all such policies are
valid, outstanding and enforceable and issued by financially
sound and responsible insurance companies, and will remain in
full force and effect through the Closing Date; UNITED EQUITY
PARTNERS, INC. maintains insurance of the type and amount
adequate for the conduct of the Business; UNITED EQUITY
PARTNERS, INC. has not been refused any insurance, nor has is
attached To the best its coverage been limited, by any
insurance carrier to which it has applied for insurance or
with which it has carried insurance during the last five
years.
p. NO DISPOSITION OF ASSETS OR OTHER CHANGES. There has not been
since October 15, 1998, a sale or any other disposition or
distribution of any Assets of UNITED EQUITY PARTNERS, INC.
except those which were made in the Ordinary Course of
Business or which were not, individually or in the aggregate,
material to the Business.
q. COMPENSATION OF EMPLOYEES, ETC. Attached hereto and hereby
made a part hereof as Exhibit "O" is a true, correct and
complete list of all employees, agents and independent
contractors who are presently rendering services with respect
to the Business, together with a statement of the full amount
paid to such persons during calendar year 1998, a statement of
all amounts payable to each such person in the future, and a
statement of the nature of the services rendered by each such
person.
r. UNITED EQUITY PARTNERS, INC. STOCKHOLDERS. Xxxxx and Xxxxxxxx
own one hundred (100%) percent of all classes of issued
outstanding stock of UNITED EQUITY PARTNERS, INC.. All Xxxxx
and Xxxxxxxx'x ownership interest, if any, directly or
indirectly, in whole or in part, in any and all Assets,
Goodwill and other rights which are required to be conveyed
hereunder are in fact being conveyed to Buyer.
s. OPERATIONS. Except as set forth in Exhibit "L" attached hereto
and hereby made a part hereof, to the Actual Knowledge of
UNITED EQUITY PARTNERS, INC., no labor disputes or work
stoppages involving the Business are pending or, threatened.
To the Actual Knowledge of UNITED EQUITY PARTNERS, INC., no
customer or supplier of the Business is involved in, or
threatened with or affected by, any labor dispute,
arbitration, lawsuit or administrative proceeding which will
adversely affect, or might reasonably be expected to adversely
affect the Business (financial or otherwise).
t. NO MISLEADING STATEMENTS. Neither the representations of
UNITED EQUITY PARTNERS, INC. in this Agreement nor any
exhibit, financial statement, list or other document delivered
by UNITED EQUITY PARTNERS, INC. pursuant hereto contain any
untrue material statement or omit to state a material fact
necessary in order to make the statements contained therein or
herein not misleading. No information material to this
transaction necessary to make any of
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the representations and warranties herein contained not
misleading has been withheld from, or has not been disclosed
in writing to, Buyer.
11. REPRESENTATIONS AND WARRANTIES OF BUYER.
Buyer represents and warrants to UNITED EQUITY PARTNERS, INC. as follows, and
agrees that all such representations and warranties shall survive the Closing
hereunder.
a. EXISTENCE AND GOOD STANDING. Buyer is a corporation duly
organized, validly existing and in good standing under the
laws of the State of Nevada; it has the requisite corporate
power and authority to own or lease its property and to
conduct its business as contemplated herein.
b. AUTHORITY RELATIVE TO THIS AGREEMENT. Buyer has full corporate
power and authority to execute and deliver the Closing
Documents and to consummate the transactions contemplated
hereby and thereby. The execution and delivery of the Closing
Documents and the consummation of the transactions
contemplated thereby have been duly and validly authorized and
approved by the Board of Directors of Buyer, and no other
corporate proceedings on the part of Buyer are necessary to
authorize the Closing Documents or to consummate the
transactions contemplated thereby. The Closing Documents have
each been duly and validly executed and delivered by Buyer and
each constitutes a valid and binding agreement of Buyer
enforceable against Buyer in accordance with its respective
terms. The execution and delivery of the Closing Documents and
the consummation of the transactions contemplated thereby will
not (i) violate any provision of the Certificate of
Incorporation or By-Laws of Buyer, or, to the Actual Knowledge
of Buyer, any statute, rule, regulation, order or decree of
any public body or authority by which Buyer or any of the
Assets is bound, or (ii) to the Best Knowledge of Buyer result
in a violation or breach of, or constitute (with or without
due notice or lapse of time or both) a default under, any
license, franchise, permit, indenture, agreement or other
instrument to which Buyer is a party, or by which any of the
Assets is bound.
12. LIABILITIES.
a. Buyer shall assume and pay for the following disclosed
liabilities and obligations in a timely manner as required by
law, prior agreement between UNITED EQUITY PARTNERS, INC. and
third parties, and/or in the ordinary course of Buyer's
business. These disclosed liabilities and obligations
constitute the Assumed Liabilities:
i. Those accounts payable listed on Exhibit "BB"
attached hereto and hereby made a part hereof.
ii. Liabilities under Leases from and after the Cut Off
Time.
iii. Liabilities under the Equipment Leases from and
after the Cut Off Time.
iv. Liabilities under the Material Contracts from and
after the Cut Off Time.
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13. UNITED EQUITY PARTNERS, INC. INDEMNITY.
a. INDEMNITY. UNITED EQUITY PARTNERS, INC. agrees to indemnify,
defend and hold harmless Buyer from and against any and all
demands, claims, actions, causes of action, debts, dues,
judgments, awards, assessments, losses, damages, liabilities,
costs and expenses, of any type or nature arising out of the
Business, including without limitation interest, penalties,
attorneys' fees (at trial and appellate levels) and expenses
asserted against, resulting to, imposed upon or incurred by
Buyer arising out of or resulting from (i) the breach of any
representation, warranty or covenant made by UNITED EQUITY
PARTNERS, INC. contained in this Agreement, (ii) the Retained
Liabilities, (iii) the failure of UNITED EQUITY PARTNERS, INC.
to qualify to do business in any State in which UNITED EQUITY
PARTNERS, INC. is legally required to do so, (iv) the failure
of UNITED EQUITY PARTNERS, INC. to comply with any Bulk Sales
Act in effect and applicable to UNITED EQUITY PARTNERS, INC.,
and (iv) any action, inaction, misfeasance or malfeasance of
UNITED EQUITY PARTNERS, INC. attributable to the period of
time ending at the Cut Off Time whether or not damage or
injury occurs prior to the Cut Off Time.
B. MONETARY OF INDEMNITY. Buyer shall not make a claim for
indemnity for any amount less than Two Thousand Five Hundred
and 00/100 ($2,500.00) Dollars in the aggregate. The
obligation of the indemnifying parties shall not exceed in the
aggregate Ninety Thousand and 00/100 ($90,000.00) Dollars. A
variance amount not to exceed Fifty Thousand 00/100
($50,000.00) Dollars is acceptable on the not to exceed
aggregate amount outlined above.
14. BUYER'S INDEMNITY.
Buyer agrees to indemnify, defend and hold harmless UNITED EQUITY PARTNERS, INC.
its officers and assigns from and against any and all demands, claims, actions,
causes of action, debts, dues, judgments, awards, assessments, losses, damages,
liabilities, costs and expenses, of any type or nature, including without
limitation interest, penalties, attorneys' fees (at trial and appellate levels)
and expenses asserted against, resulting to, imposed upon or incurred by UNITED
EQUITY PARTNERS, INC., arising out of or resulting from (i) the breach of any
representation, warranty or covenant made by Buyer contained in this Agreement
(ii) the Assumed Liabilities, and (iii) the conduct of the Business by Buyer
after the Closing Date.
15. CONDITIONS OF INDEMNIFICATION.
The obligations and liabilities of either party with respect to claims for which
it is to be indemnified hereunder resulting from the assertion of liability by
third parties shall be subject to the following terms and conditions:
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a. NOTICE. The Claimant believing itself entitled to indemnity
(the "Claimant") will give the party which it believes must
"Indemnitor" any such notice of indemnify it (the
indemnifiable claim, and the Indemnitor will undertake the
defense thereof by counsel chosen by it and will advise the
Claimant concerning such defense on a timely basis during the
course thereof.
b. FAILURE TO DEFEND. In the event that the Indemnitor, within
ten (10) days from notice of any indemnifiable claim, fails to
a defense, the Claimant engage counsel and commence will, upon
further notice to the Indemnitor have the right to immediately
undertake the defense, compromise or settlement of such
indemnifiable claim on behalf of and for the account and risk
of the Indemnitor.
c. SETTLEMENT BY INDEMNITOR. Indemnitor may at anytime settle any
indemnifiable claim at its sole cost and expense. Indemnitor
shall be required to obtain the prior written consent of the
Claimant only if Claimant reasonably believes that the
settlement of the indemnifiable claim may materially and
adversely affect the ability to do business of the Claimant or
otherwise prejudice the Claimant in its business operations.
Notwithstanding anything contained herein to the contrary, the
consent of Claimant shall be required in the event a
settlement to be entered into the Indemnitor requires the
admission of any wrongdoing on the part of the Claimant or in
the event that any third party in order to settle such
indemnifiable claim requires the execution of any document by
the Claimant.
Claimant shall receive copies of all proposed settlement
documents and shall have a right to review and comment thereon
and consult with Indemnitor concerning the term of such
proposed settlement documents.
d. LIMITATION OF TIME. Any claim for which indemnity is sought
hereunder shall be brought within two years from the date that
such claim matures, but in no vent later than sixty (60) days
following the expiration of the representations and
warranties. The date of maturity of the claim shall be the
later of (i) the date upon which the claimant becomes aware of
the claim, (ii) the date upon which the claimant should have
become aware of the claim in the exercise of reasonable
diligence, or (iii) the date upon which the last element
necessary for the assertion of the claim takes place.
16. TERMINATION.
a. WITHOUT DEFAULT. This Agreement may be terminated at any time
prior to the Closing Date without liability of any party.
i. By mutual consent of the Boards of Directors of
MTV/PINNACLE ADVERTISING GROUP, INC. and Buyer; or
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ii. If the transactions contemplated by this Agreement
shall not have been consummated on or before October
31, 1998, provided that the transactions which were
not due to the breach or default of the party seeking
to were not consummated terminate. In the event of
termination by Buyer, or by UNITED EQUITY PARTNERS,
INC., or both as permitted, written notice thereof
shall forthwith be given to the other and this
Agreement shall terminate without further action by
any of the parties hereto.
If this Agreement is terminated as permitted herein:
(a) Upon request therefore, each party will redeliver all
documents, work papers and other material of any
other party relating to the transactions contemplated
hereby, whether obtained before or after the
execution hereof, to the party furnishing the same;
and
(b) Each party hereto shall have no liability or further
obligation to the other party to this Agreement with
respect to the matters covered by this Agreement
except as provided in paragraph 17.
b. AS A RESULT OF DEFAULT. This Agreement may be terminated at
any time prior to the closing Date as a result of the default
of a party without a prior default by the other party upon
written notice to the defaulting party by the non-defaulting
party after the expiration of any applicable cure period set
forth herein. Reference is made to paragraph 20 of this
Agreement containing events of default by the parties as well
as the remedies of the parties thereafter.
17. COVENANTS OF THE PARTIES.
The parties covenant to one another as follows:
a. ACCESS TO INFORMATION. Between the date of this Agreement and
the Closing Date, UNITED EQUITY PARTNERS, INC. and Xxxxx and
Xxxxxxxx will facilitate the access of representatives to
Buyer during normal business hours and in such a manner as not
to unduly disrupt normal activities of UNITED EQUITY PARTNERS,
INC..
b. GOVERNMENTAL AND OTHER APPROVALS. The parties will cooperate
in the preparation and filing by any party of such
applications and/or amendments thereto as shall be necessary
or desirable in order to consummate the transactions
contemplated by this Agreement as soon as reasonably
practicable following the date of this Agreement and will use
their best efforts to have such applications and/or amendments
thereto approved.
c. ADDITIONAL AGREEMENTS. Subject to the terms and conditions
herein provided, each of the parties hereto agrees to use its
reasonable best efforts to take, or cause
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to be taken, all actions, and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws
and regulations to consummate and make effective the
transactions contemplated by this Agreement. In case at any
time after the Closing Date any further action is necessary or
desirable to carry out the purposes of this Agreement, each
party shall take all such necessary action.
d. CONSENTS. Each party will use their best efforts to obtain
consents of any third parties (such as but not limited to
inter exchange carriers, service bureaus, local exchange
carriers, media and lessors) and governmental authorities
necessary to the consummation of the transactions contemplated
by this Agreement, if any.
e. DISCLOSURE SUPPLEMENTS. From time to time prior to the Closing
Date, each party shall supplement, amend and update all
Exhibits relating to its' respective representations and
warranties contained herein with respect to any matter
hereafter arising which comes to its attention and which may
effect the truth of such representation and warranties.
f. PUBLIC ANNOUNCEMENTS. Except as may be required by law or
regulation, no public disclosure relating to the transactions
contemplated by this Agreement (including disclosure intended
for shareholders and employees of the parties other than those
for whom disclosure is necessary to carry out the proposed
transactions) shall be made by any party prior to the Closing
unless the other parties shall have approved such disclosure.
Except as may be required by law or regulation, any press
release approved by MTV/PINNACLE ADVERTISING GROUP, INC. and
Buyer will not contain the price or any other terms of this
Agreement. UNITED EQUITY PARTNERS, INC. will cooperate with
Buyer after the closing in the issuance of letters to
suppliers, clients, media and all other persons and entities
with whom UNITED EQUITY PARTNERS, INC. has been conducting
business.
g. ACCOUNTS. All communications and funds received by UNITED
EQUITY PARTNERS, INC. pertaining to the Business shall be
referred to Buyer. Neither UNITED EQUITY PARTNERS, INC. nor
Xxxxx and Xxxxxxxx shall take any act which is intended to
cause the loss of good will of a client of UNITED EQUITY
PARTNERS, INC. or Buyer or which otherwise adversely affects
Buyer or the Business.
h. USE OF COUNSEL. The parties confirm and agree that both intend
to utilize to be determined, as their corporate counsel for
various aspects of their business. Although they do not
consider that the use of this firm and its lawyers would be a
conflict of interest between them, they confirm that each
party may utilize the firm and its lawyers as its counsel
(other than in connection with a dispute between them).conduct
of Business Prior to the Closing.
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18. DATE.
During the period from prior to the closing Date (the "Transition Period"),
UNITED EQUITY PARTNERS, INC. will conduct the Business in its ordinary and usual
course. During the Transition Period, funds sufficient to pay the payroll and
Trade Accounts Payable shall be deposited in the UNITED EQUITY PARTNERS, INC.
account as necessary by Buyer. During the Transition Period, UNITED EQUITY
PARTNERS, INC. will convert all accounting functions UNITED EQUITY PARTNERS,
INC. to Miracom. All work in progress, all funds, receivables, and entitlements
held by UNITED EQUITY PARTNERS, INC. shall be transferred to Buyer at the
Closing. At closing UNITED EQUITY PARTNERS, INC. shall execute and Buyer shall
file with the Secretary of State of Florida Articles of Amendment to the
Articles of Incorporation of UNITED EQUITY PARTNERS, INC. reflecting the changes
herein.
19. COSTS.
Whether or not the Closing is consummated, each party shall bear its own costs
and expenses in connection with the negotiation, execution and performance of
this Agreement and the transactions contemplated hereby except as provided
herein.
20. DEFAULT PRIOR TO THE CLOSING.
a. DEFAULT BY UNITED EQUITY PARTNERS, INC. The failure of UNITED
EQUITY PARTNERS, INC. to comply in all material respects
without a prior material breach or default by Buyer with any
provision herein or in any document delivered in connection
herewith shall be an event of default by UNITED EQUITY
PARTNERS, INC. hereunder.
b. DEFAULT BY BUYER. The failure of Buyer to comply in all
material respects without a prior material breach or default
by UNITED EQUITY PARTNERS, INC. with any provision herein or
in any document delivered in connection herewith shall be an
event of default by Buyer hereunder.
c. REMEDIES OF UNITED EQUITY PARTNERS, INC. If an event of
default by Buyer shall have occurred and shall not have been
cured within five(5) days from written notice to Buyer from
UNITED EQUITY PARTNERS, INC., without a prior uncured material
default by UNITED EQUITY PARTNERS, INC., UNITED EQUITY
PARTNERS, INC. shall be entitled to pursue all legal and
equitable rights and remedies available under law including,
but not limited to rights to terminate this Agreement, to
recovery of damages, and to specific performance of this
Agreement.
d. REMEDIES OF BUYER. If an event of default by UNITED EQUITY
PARTNERS, INC. shall have occurred and shall not have been to
be cured within five (5) days from written notice to UNITED
EQUITY PARTNERS, INC. from Buyer, without a prior uncured
material default by Buyer, pursue all legal and equitable
rights and remedies available under Buyer shall be entitled to
applicable law including, but
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not limited to rights to terminate this Agreement, to recovery
of damages, and to specific performance of this Agreement.
21. CONSENT TO SERVICE.
UNITED EQUITY PARTNERS, INC., Buyer and Xxxxx and Xxxxxxxx consent the
jurisdiction of any geographically situated in Seminole County, Florida, whether
state or Federal, in connection with the subject matter of any dispute arising
under this Agreement and agree further that service of process or notice in any
such action, suit or proceeding shall be effective to confer personal
jurisdiction if given in the manner permitted in this Agreement for notices
hereunder. Each party does hereby appoint the Clerk of the United States
District Court for court of competent jurisdiction to Altamonte Springs, Florida
as its agent to accept service of process issued by that Court or any of the
Courts of the State of Florida in connection with any suit arising under this
Agreement.
22. CLOSING ITEMS.
a. Buyer's Items At the closing, Buyer shall execute and deliver
to UNITED EQUITY PARTNERS, INC., Xxxxx and Xxxxxxxx the
following:
i. The Purchase Price or Miracom shares as may be
required.
ii. Assumption Agreement in the form attached hereto and
hereby made a part hereof as Exhibit "S" (the
"Assumption Agreement").
iii. A corporate resolution in the attached hereto and
made a part hereof as Exhibit "T".
iv. A current Certificate of Good standing of Buyer as a
Nevada corporation from the Secretary of State of
Nevada.
b. UNITED EQUITY PARTNERS, INC. and Xxxxx and Xxxxxxxx'x Items.
At closing, UNITED EQUITY PARTNERS, INC. and Xxxxx and
Xxxxxxxx, as applicable, shall execute and deliver to Buyer
the following:
i. A Xxxx of Sale in the form set forth as Exhibit "U"
attached hereto and hereby made part hereof
transferring all of the Assets to Buyer.
ii. The originals of all contracts which relate to any
liability or obligation of UNITED EQUITY PARTNERS,
INC. which is to be assumed by Buyer hereunder. The
Xxxxx and Xxxxxxxx Consulting Agreement duly executed
by Xxxxx and Xxxxxxxx.
iii. The employment Agreement duly executed by MIRACOM.
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iv. An Omnibus Assignment in the form attached hereto and
hereby made a part hereof as Exhibit "V" together
with such separate assignments of the Marks as shall
be deemed necessary by Buyer to vest the Marks in
Buyer of record.
v. A list of all suppliers, customers and employees
certified to be true, complete and correct by UNITED
EQUITY PARTNERS, INC..
vi. List of all existing Material Contracts A certified
to be true, complete and correct by UNITED EQUITY
PARTNERS, INC..
vii. A list of all Marks certified to be true, complete
and correct by UNITED EQUITY PARTNERS, INC..
viii. A list of all clients of UNITED EQUITY PARTNERS, INC.
certified to be true, complete and correct by
MTV/PINNACLE ADVERTISING GROUP, INC..
ix. A corporate resolution in the form attached hereto
and hereby Made a part hereof as Exhibit "W".
x. A current Certificate of Good Standing from Secretary
of Florida.
xi. An Indemnity Agreement from MTV/ADVERTISING GROUP,
INC., Attached hereto as Exhibit "Y".
xii. Documentation necessary to notify the state of
Florida of the
xiii. Documentation necessary to notify the State of
Florida of the change of name of UNITED EQUITY
PARTNERS, INC. and documents sufficient to change the
name of MTV/PINNACLE ADVERTISING GROUP, INC., in the
State of Florida.
23. COOPERATION WITH EMPLOYEES.
Buyer shall be free to conduct interviews with all employees of UNITED EQUITY
PARTNERS, INC. to determine which of these employees Buyer will offer
employment. UNITED EQUITY PARTNERS, INC. will use its reasonable best efforts to
obtain full cooperation from the employees utilized in the Business for such
interviews. Buyer shall be free to offer employment to such of the employees of
UNITED EQUITY PARTNERS, INC. engaged in the Business as Buyer shall determine.
Buyer has no obligation to employ any employees of UNITED EQUITY PARTNERS, INC.
and has not agreed to assume any obligations of UNITED EQUITY PARTNERS, INC. to
such employees. Buyer shall not, by employing any of said persons or as a result
of anything set forth herein, assume any liabilities in connection with the
prior employment of such persons by UNITED EQUITY PARTNERS, INC. including, but
not limited
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to, liability for pension plan payments, unemployment compensation, salary,
bonuses, commissions or any other form of remuneration and, all of the employees
of UNITED EQUITY PARTNERS, INC. shall for purposes of this Agreement be deemed
to have been terminated by UNITED EQUITY PARTNERS, INC. as of the Cut Off Time.
24. MISCELLANEOUS.
a. NOTICES. All notices which any party may be required or
permitted to give on any other party in connection with this
Agreement shall be in writing and deemed sufficient if either
mailed by registered or certified mail postage prepaid (return
receipt requested) or delivered by hand to the party whom such
notice is required or permitted to be given at the address set
forth below. Service of any such notice shall be deemed
complete on the date of actual delivery as shown by the
addressee's registry or certification receipt, or when
received if delivered by hand, or five (5) days after the post
office first notifies an intended recipient of an attempt to
deliver such notice. Any party hereto may from time to time,
by notice in writing served upon any other as aforesaid,
designate a different mailing address or a different person to
whom all such notices are thereafter to be addressed; provided
that any and all such addresses shall be street addresses, not
post office or other boxes. All notices to Buyer shall be
addressed as follows:
25. MULTIPLE COUNTERPARTS. THIS AGREEMENT MAY BE SIGNED IN MULTIPLE
COUNTERPARTS ON FACSIMILE PAPER OR WITH ORIGINAL BUT WITH FACSIMILE
TRANSMITTED SIGNATURES. DOCUMENTS WITH FACSIMILE SIGNATURES SHALL BE
CONSIDERED ORIGINAL DOCUMENTS AND BINDING ON THE PARTIES TO THIS
AGREEMENT.
With a copy to.
UNITED EQUITY PARTNERS, INC., A Florida Corporation
0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
By Its:
------------------------------- --------------------------------
Miracom, a Nevada Corporation
0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
By Its:
------------------------------- --------------------------------
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All notices to UNITED EQUITY PARTNERS, INC. shall be addressed as follows:
Xxxxx Xxxxxxxx
00000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxx Xxxxx
0000 Xxxx Xxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Xxxxxxx Xxxxx
000 Xxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
b. GOVERNING LAW. The laws of the State of Florida (without
reference to laws applicable to conflicts of law) shall govern
the interpretation of this Agreement.
c. MODIFICATION AND WAIVER. No provision of this Agreement shall
be amended, waived or modified except by an instrument in
writing signed by the parties hereto.
d. SURVIVAL. All covenants, agreements, representations and
warranties made herein, including but not limited to all
agreements to purchase specific portions of the Business shall
be deemed to have been material and relied upon by each party
and shall survive the execution and delivery of this
Agreement.
e. HEADINGS. All sections and headings of this Agreement are
inserted for convenience only and shall not affect the
construction or interpretation hereof.
f. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered,
shall be an original, but all counterparts shall together
constitute one and the same instrument.
g. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties and no promises,
inducements, assurances, guaranties, warranties,
representations, or solicitations, either expressed or
implied, oral or written, have been made other than as
expressly set forth herein. This Agreement supersedes all such
promises, inducements, assurances, guaranties, warranties,
representations, or solicitations, either expressed or
implied, oral or written, whenever made.
h. SEVERABILITY. Inapplicability or unenforceability of any
provision of this Agreement or any instrument executed and
delivered pursuant thereto shall not limit or impair the
operation or validity of any other provision of this Agreement
or any other such instrument.
i. EXCLUSIVENESS OF AGREEMENT. This Agreement is made for the
sole benefit and protection of the parties and the and their
respective successors and assigns, and
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no other person or entity shall have any right of action
hereunder or right to rely hereon.
j. VENUE. The parties hereby waive the privilege of venue and
agree that the venue of all litigation arising here from shall
be Los Angeles County, California and that the courts of the
State of California shall have exclusive jurisdiction of all
such litigation.
k. WAIVER OF DEFAULTS. The waiver by any party of any breach or
default by any other party under any of the terms of this
Agreement, shall not be deemed to be, nor shall the same
constitute a waiver of any subsequent breach or default on the
part of any other party.
l. AGREEMENT NOT RECORDABLE. This Agreement is not recordable and
shall not be recorded by any party hereto.
m. INTERPRETATION OF AGREEMENT. This Agreement has been
negotiated by each of the parties both as to its substance and
as to its form. There shall not be applied a rule of law or
rule of construction whereby this Agreement or any of the
terms or provisions hereof or documents attached hereto shall
be construed in favor of or against either party by reason of
the stationery upon which it was finalized or the attorney for
the party by whom it was prepared. The language of this
Agreement shall be construed according to its fair meaning and
not strictly for or against any party.
n. CONSTRUCTION OF AGREEMENT. All words in this Agreement refer
to whatever number or gender the context requires; if more
than one party or person is referred to, their obligations and
liabilities shall be joint and several. All the terms and
words used in this Agreement, regardless of the number and
gender in which they are used, shall be deemed and construed
to include any other number (singular or plural) or any other
gender (masculine, feminine or neuter) as the context or sense
of this Agreement, or any section or clause hereof may
require. The locative adverbs "herein," "hereunder," "hereto,"
"hereinafter" and the like words wherever the same appear
therein, mean and refer to this Agreement in its entirety and
not to any specific paragraph, section or subsection hereof
unless otherwise expressly designated in context.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth on the first page hereof.
Witnesses:
/s/ Xxxxx X. Xxxxxxxx By Its: President
-----------------------------------------
UNITED EQUITY PARTNERS, INC.
0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
/s/ Xxxxx Xxxxx By Its: CEO & President
-----------------------------------------
MIRACOM CORPORATION
0000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Miracom/UEP Acquisition Agreement
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