EXHIBIT 99.2
LOAN AGREEMENT
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THIS AGREEMENT is made as of the 30th day of March, 2004.
BETWEEN:
ROTOBLOCK CORPORATION a Nevada corporation, having
an office at Xxxxx 000, 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
X0X 0X0, (hereinafter called the "Borrower")
OF THE FIRST PART
AND:
ROTOBLOCK INC a Canadian corporation having an office
at Xxxxx 000, 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0,
(hereinafter called the "Subsidiary")
OF THE SECOND PART
AND:
MINT INTERNATIONAL LIMITED, c/o EuroHelvetia Trust Company,
World Trade Center 10 route de l'aeroporte 1215 Xxxxxx 00 Xxxxxxxxxxx
(hereinafter called the "Lender")
OF THE THIRD PART
WHEREAS:
A. The Borrower and the Subsidiary each carry on the business of
the design, development and intended manufacture of oscillating piston
combustion engines under the name "Rotoblock".
B. The Borrower and the Subsidiary have requested that the Lender
lend $500,000 (US) to the Borrower and the Subsidiary to fund development
of an oscillating piston combustion engine more particularly described in
US Patent No. 5,222,463 (the "Patent") and the acquisition of the Patent;
C The Lender has agreed to lend such sum to the Borrower and the
Subsidiary to subject to the terms and upon the conditions hereinafter set
forth and as of the date hereof has advanced $150,000 (US) to the Borrower.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of
$1.00 paid by each party to the other (the receipt and sufficiency of which
is hereby acknowledged) the parties hereto mutually covenant and agree as
follows:
ARTICLE 1 - INTERPRETATION
1.1 Definitions. Where used herein or in any amendment hereto each of
the following words and phrases shall have the meanings set forth as follows:
(a) "Agreement" means this Loan Agreement including any Schedules
hereto together with any amendments hereof;
(b) "Business" means the business referred to in paragraph A above;
(c) "Closing Date" means the date hereof;
(d) "Event of Default" means any event set forth in paragraph 6.1 hereof;
(e) "Loan" means the Principal Sum and includes all other monies owing
by the Borrower and the Subsidiary to the Lender hereunder from time to time;
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(f) "Maturity Date" means the day upon which the Lender makes demand upon
the Borrower or the Subsidiary for repayment of the Loan;
(g) "Mortgaged Property" means all of the properties, assets and
undertakings of each of the Borrower and the Subsidiary, present and future,
real and personal, legal and equitable, tangible and intangible, of whatsoever
nature and kind and wheresoever situate;
(h) "Principal Sum" means the sum of $500,000 (US dollars) and any other
monies in excess thereof which the Lender may hereafter choose to advance to
either the Borrower or the Subsidiary;
1.2 Number and Gender. Wherever the singular or the masculine are used
herein the same shall be deemed to include the plural or the feminine or the
body politic or corporate where the context or the parties so require.
1.3 Headings. The headings to the articles, paragraphs, subparagraphs
or clauses of this Agreement are inserted for convenience only and shall not
affect the construction hereof.
1.4 References. Unless otherwise stated, a reference herein to a
numbered or lettered article, paragraph, subparagraph or clause refers to
the article, paragraph, subparagraph or clause bearing that number or
letter in this Agreement. A reference to this Agreement or herein means
this Loan Agreement, including any Schedules hereto, together with any
amendments thereof.
1.5 Currency. All dollar amounts expressed herein refer to lawful
currency of Canada.
ARTICLE 2 - TERMS OF LOAN
2.1 Loan and Repayment. The Lender hereby agrees to lend to the
Borrower and the Subsidiary, jointly and severally, the Principal Sum,
on the terms and subject to the conditions hereof and the Borrower and
the subsidiary, jointly and severally, hereby agree to repay the Principal
Sum upon demand by the Lender.
2.2 Pre-Payment. The Borrower and the Subsidiary may pre-pay all or
any portion of the Loan at any time prior to the Maturity Date, without
notice, bonus or penalty.
2.3 Interest. The Borrower and the Subsidiary shall, before and after
the Maturity Date and before and after judgment, pay interest on the amount
of the Principal Sum remaining unpaid from time to time at a rate equal
to five percent (5%) per year, which interest shall be payable on the 30th
day of March of each year with the balance, if any, due and payable on
the Maturity Date. the Borrower and the Subsidiary shall pay interest at
the aforesaid rate on all overdue interest and any other monies owing to
the Lender pursuant to this Agreement.
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ARTICLE 3 - SECURITY
3.1 Borrower's Security. For consideration and as security for the
payment and performance of its obligations hereunder, the Borrower hereby
mortgages, charges, assigns and transfers to the Lender, and grants to the
Lender a security interest in and to all the Borrowers right, title and
interest in and to all presently owned or held and after acquired or held
personal property, assets and undertaking of the Borrower (other than real
property), of whatever nature or kind and wheresoever situate and all
proceeds thereof and therefrom (all of which is hereinafter collectively
called the "Mortgaged Property") including, without limiting the
generality of the foregoing:
(a) Equipment- all equipment, including, without limiting the
generality of the foregoing, machinery, tools, fixtures, furniture, furnishings,
chattels, motor vehicles, vessels and other tangible personal property that is
not Inventory, and all parts, components, attachments, accessories, accessions,
replacements, substitutions, additions and improvements to any of the foregoing
(all of which is hereinafter collectively called the "Equipment");
(b) Inventory - All inventory, including, without limiting the generality
of\the foregoing, goods acquired or held for sale or lease or furnished or to
be furnished under contracts of rental or service, all raw materials, work in
process, finished goods, returned goods, repossessed goods, and all packaging
materials, supplies and containers relating to or used or consumed in
connection with any of the foregoing (all of which is hereinafter collectively
called the "Inventory");
(c) Accounts - all debts, accounts, claims, monies and choses in action which
now are, or which may at any time hereafter be, due or owing to or owned by the
Borrower and all books, records, documents, papers and electronically
recorded data recording, evidencing or relating to the said debts, accounts,
claims, monies and choses in action or any part thereof (all of which is
hereinafter collectively called the "Accounts");
(d) Other Personal Property - all documents of title, chattel paper,
instruments, securities and money, and all other goods of the Borrower that are
not Equipment, Inventory or Accounts; and
(e) Intangibles - all contractual rights, licenses, goodwill, patents,
trademarks, trade names, copyrights and other intellectual property of the
Borrower, all other choses in action of the Borrower of every kind which now
are, or which may at any time hereafter be, due or owing to or owned by the
Borrower, and all other intangible property of the Borrower which is not
Accounts, chattel paper, instruments, documents of title, securities or
money.
3.2 Subsidiary's Security. For consideration and as security for
the payment and performance of its obligations hereunder, the Subsidiary
hereby mortgages, charges, assigns and transfers to the Lender, and grants
to the Lender a security interest in and to all the Subsidiary's right,
title and interest in and to all presently owned or held and after
acquired or held personal property, assets and undertaking of the
Subsidiary (other than real property), of whatever nature or kind and
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wheresoever situate and all proceeds thereof and therefrom (all of which
is hereinafter collectively called the "Mortgaged Property") including,
without limiting the generality of the foregoing:
(a) Equipment -all equipment, including, without limiting the generality of
the foregoing, machinery, tools, fixtures, furniture, furnishings, chattels,
motor vehicles, vessels and other tangible personal property that is not
Inventory, and all parts, components, attachments, accessories, accessions,
replacements, substitutions, additions and improvements to any of the
foregoing (all of which is hereinafter collectively called the "Equipment");
(b) Inventory - all inventory, including, without limiting the generality of
the foregoing, goods acquired or held for sale or lease or furnished or to
be furnished under contracts of rental or service, all raw materials,
work in process, finished goods, returned goods, repossessed goods, and
all packaging materials, supplies and containers relating to or used or
consumed in connection with any of the foregoing (all of which is
hereinafter collectively called the "Inventory");
(c) Accounts - all debts, accounts, claims, monies and choses in action which
now are, or which may at any time hereafter be, due or owing to or owned
by the Subsidiary and all books, records, documents, papers and
electronically recorded data recording, evidencing or relating to the
said debts, accounts, claims, monies and choses in action or any part
thereof (all of which is hereinafter collectively called the "Accounts");
(d) Other Personal Property - all documents of title, chattel paper,
instruments, securities and money, and all other goods of the Subsidiary that
are not Equipment, Inventory or Accounts; and
(e) Intangibles - all contractual rights, licenses, goodwill, patents,
trademarks, trade names, copyrights and other intellectual property of the
Subsidiary, all other choses in action of the Subsidiary of every kind which
now are, or which may at any time hereafter be, due or owing to or owned by
the Subsidiary, and all other intangible property of the Subsidiary which is
not Accounts, chattel paper, instruments, documents of title, securities
or money.
3.3 Extensions. The Lender may grant extensions, take and give up
securities, accept compositions, grant releases and discharges and otherwise
deal with the Borrower or the Subsidiary or with other parties, sureties or
securities as the Lender may see fit without prejudice to the liability
of the Borrower, the Subsidiary or any other party to the Lender or to
the Lender's rights under this Agreement.
3.4 No Merger. The grant of any other security shall not operate so
as to create any merger or discharge of any indebtedness or liability of
the Borrower hereunder, nor of any assignment, transfer, guarantee, lien,
contract, promissory note, xxxx of exchange or security of any form held
or which may hereafter be held by the Lender from the Borrower or from
any other person whomsoever.
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3.5 Waiver. The Lender may waive any breach by any party of this
Agreement or of any default by any party in the observance or performance
of any covenant or condition required to be observed or performed by
that party hereunder. No failure or delay on the part of the Lender to
exercise any right, power or remedy given herein or by statute or at law
or in equity or otherwise shall operate as a waiver thereof, nor shall
any single or partial exercise of any right preclude any other exercise
thereof or the exercise of any other right, power or remedy, nor shall
any waiver by the Lender be deemed to be a waiver of any subsequent
similar or other event.
3.6 Signing Authority. The Borrower shall establish a bank account
to receive any advances of the Loan and the terms of such account shall
provide that any withdrawals from such account shall require the
signatures of two signing authorities one of whom shall be a
representative of the Lender.
ARTICLE 4 - REPRESENTATIONS, WARRANTIES, COVENANTS
4.1 Representations. The Borrower and the Subsidiary hereby represent
and warrant to the Lender, and acknowledge that the Lender is relying upon
such representations and warranties in entering into this Agreement, as
follows:
(a) this Agreement has been duly authorized by all required
corporate action on the part of each of the Borrower and the Subsidiary;
(b) each of the Borrower and the Subsidiary has the capacity
to enter into this Agreement, and the execution of this Agreement and the
completion of the transactions contemplated hereby shall not be in
violation of the constating documents of either of the Borrower or the
Subsidiary or any agreement to which either the Borrower or the Subsidiary
is a party;
(c) the proceeds of the Loan shall not be used by the Borrower
or the Subsidiary otherwise than to expand the Business and in the manner
previously represented to the Lender;
(d) the Borrower is the registered holder of not less than
100% of the shares of each class of issued and outstanding shares in the
capital of the Subsidiary and such shares have been duly authorized,
allotted and issued and are validly outstanding as fully paid and non-
assessable; and
(e) neither the Borrower nor the Subsidiary have granted any
security interest in or otherwise pledged or charged any of the Mortgaged
property and the security provided hereunder to the Lender by each of the
Borrower and the Subsidiary constitutes a first charge and security interest
in the Mortgaged Property ranking ahead of any other person, firm, body
corporate or other entity.
4.2 Survival. All representations and warranties made hereunder shall
survive the delivery of this Loan Agreement to the Lender and shall
continue in full force and effect for the benefit of the Lender.
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4.3 Covenants. Except as herein provided, for so long as any amount
of the Loan is outstanding the Borrower and the Subsidiary shall not,
without the prior written consent of the Lender:
(a) sell, lease or otherwise dispose of the Mortgaged Property;
(b) release, surrender or abandon possession of the Mortgaged Property; or
(c) move or transfer the Mortgaged Property from its present location.
(d) declare or pay any dividends;
(e) purchase or redeem any of its shares or otherwise reduce its share capital;
(f) become guarantor of any obligation; or
(g) become an endorser in respect of any obligation or otherwise become liable
upon any note or other obligation other than bills of exchange deposited to
the bank account of the Lender.
ARTICLE 5 - CLOSING ARRANGEMENTS
5.1 Conditions Precedent. The Lender's obligation to advance the
Principal Sum to the Borrower and the Subsidiary shall be subject to the
satisfaction of the following conditions:
(a) the representations and warranties of the Borrower and the Subsidiary
shall be true as of the date hereof;
(b) the Borrower and the Subsidiary shall have complied with
all of its obligations hereunder; and
(c) the Borrower is and shall be the registered holder of
not less than 100% of the shares of each class of issued and outstanding
shares in the capital of the Subsidiary and such shares shall have
been duly authorized, allotted and issued and shall be validly outstanding
as fully paid and non-assessable and there shall be no other security of
the Subsidiary issued and outstanding or any agreement or right the
entitles any person to acquire any security of the Subsidiary.
(d) other than the security interests created herein, on the
Closing Date there shall be no liens, charges or encumbrances on or
against the assets and undertaking of the Borrower and the Subsidiary,
respectively, which rank in priority to or pari passu with the security
interests created herein in favor of the Lender.
The foregoing conditions precedent are inserted for the benefit
of the Lender and may be waived in whole or in part by the Lender at any
time prior to closing by delivering to the Borrower written notice to that
effect.
5.2 Time of Closing. The closing of the Loan shall take place at
10:00 a.m. Vancouver time on the Closing Date.
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5.3 Deliveries by the Borrower. On or before the Closing Date the
Borrower and the Subsidiary shall deliver to the Lender:
(a) certified resolutions of the directors of each of the
Borrower and the Subsidiary approving the transactions contemplated herein;
(b) a certificate of an officer of the Borrower confirming
that the representations and warranties made herein are true and correct
and the conditions set out in paragraph 5.1 have been satisfied.
5.4 Subsequent Advances. The Borrower and the Subsidiary acknowledge
that the Lender has, as of the date hereof, advanced to the Borrower, for
the account of both the Borrower and the Subsidiary, the sum of $150,000
(US dollars) and the remaining balance of the Principal Sum shall be
advanced in whole or in part, from time to time, by the Lender to the
Borrower upon receipt by the Lender of a certificate of an officer of the
Borrower setting out the amount of funds required for further proposed
expansion of the Business and a description thereof in such detail as the
Lender may require, together with confirmation that all proposed expansion
of the Business referred to in any previous certificate delivered
pursuant this paragraph has been completed.
ARTICLE 6 - EVENTS OF DEFAULT AND REMEDIES
6.1 Events of Default. Any one or more of the following events,
whether or not any such event shall be voluntary or involuntary or be
effected by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body, shall constitute an Event of
Default:
(a) if the Borrower or the Subsidiary defaults in the payment
of any monies due hereunder as and when the same are due;
(b) if the Borrower or Subsidiary defaults in the observance
or performance of any other provision hereof;
(c) if an order is made or a resolution is passed or a
petition is filed for the liquidation or winding-up of the Borrower or
the Subsidiary;
(d) if the Borrower commits an act of bankruptcy or makes
a general assignment for the benefit of its creditors or otherwise
acknowledges its insolvency;
(e) if execution, sequestration, extent or other process of
any court becomes enforceable against the Borrower or the Subsidiary or
a distress or analogous process is levied upon the Mortgaged Property or
any part thereof unless the process is in good faith disputed by the
Borrower and the Borrower gives security to pay the full amount claimed
to the satisfaction of the Lender;
(f) if the Borrower or the Subsidiary permits any sum, which
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is not disputed by the Borrower to be due and which forms or is capable
of forming a charge upon any of the Mortgaged Property in priority to the
security granted hereunder to the Lender, to remain unpaid after
proceedings have been taken to enforce the same;
(g) if the Borrower or the Subsidiary ceases or demonstrates
an intention to cease to carry on business;
(h) if a receiver or receiver-manager or receiver and manager
is appointed for any of the Mortgaged Property;
(i) if the Borrower or the Subsidiary makes default in the
due payment, performance or observance, in whole or in part, of any debt,
liability or obligation of the Borrower or the Subsidiary to the Lender,
whether secured hereby or otherwise; or
(j) if the Borrower or the Subsidiary makes default in the
due payment, performance or observance, in whole or in part, of any
charge or encumbrance upon the Mortgaged Property which ranks or
may rank in priority to or pari passu with the mortgages and charges
created hereunder.
6.2 Remedies Upon Default. Upon the occurrence of any Event of
Default and at any time thereafter, provided that the Borrower or the
Subsidiary has not by then remedied such Event of Default, the Lender
may, in its discretion, by notice to the Borrower, declare this Agreement
to be in default. At any time thereafter, while the Borrower or the
Subsidiary shall not have remedied such Event of Default, the Lender, in
its discretion, may:
(a) declare the Loan and other monies owing by the Borrower
and the Subsidiary to the Lender to be immediately due and payable;
(b) demand payment from the Borrower or the Subsidiary and
exercise any or all of its remedies hereunder.
6.3 Other Security. The rights and powers conferred by subparagraph
6.2 are in addition to and not in substitution for any other security
which the Lender now or from time to time may hold or take from the
Borrower or the Subsidiary in relation to this Agreement.
6.4 Remedies Non-Exclusive. No remedy conferred on the Lender
hereby is intended to be exclusive. Each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or otherwise.
The exercise or commencement of exercise by the Lender of any one or more
of such remedies shall not preclude the simultaneous or later exercise by
the Lender of any or all other such remedies.
ARTICLE 7 - THE SUBSIDIARY
7.1 Advance to the Subsidiary. The Subsidiary shall with the
Borrower be jointly and severally liable to the Lender for the repayment
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of the Principal Sum, together with any interest accrued thereon, all on
the terms and conditions hereof and an advance of any monies by the
Lender to either the Borrower or the Subsidiary shall be considered an
advance to both of them.
ARTICLE 8 - ENFORCEMENT
8.1 Upon any Event of Default, the Lender may take any action
permitted by law or in equity, as it may deem expedient, and in particular
without limiting the generality of the foregoing, the Lender may do any of
the following:
(a) appoint by instrument a receiver, receiver and manager or
receiver-manager (the person so appointed is hereinafter called the
"Receiver") of the Mortgaged Property, with or without bond as the Lender
may determine, and from time to time in its absolute discretion remove
such Receiver and appoint another in its stead;
(b) enter upon any premises of the Borrower or the Subsidiary
and take possession of the Mortgaged Property with power to exclude the
Borrower or the Subsidiary, their agents and their servants therefrom
without becoming liable as a mortgagee in possession;
(c) preserve, protect and maintain the Mortgaged Property
and make such replacements thereof and repairs and additions thereto as
the Lender may deem advisable; and
(d) sell, lease or otherwise dispose of all or any part of
the Mortgaged Property, whether by public or private sale or lease or
otherwise, in such manner, at such price as can be reasonably obtained
therefor and on such terms as to credit and with such conditions of sale
and stipulations as to title or conveyance or evidence of title or
otherwise as to the Lender may seem reasonable, provided that if any
sale is on credit the Borrower and the Subsidiary will not be entitled
to be credited with the proceeds of any such sale, lease or other
disposition until the monies therefor are actually received.
8.2 A Receiver appointed pursuant to this Agreement shall be the
agent of the Borrower and not of the Lender and, to the extent permitted
by law or to such lesser extent permitted by its appointment, shall
have all the powers of the Lender hereunder, and in addition shall have
power to carry on the business of the Borrower and the Subsidiary and for
such purpose from time to time to borrow money either secured or unsecured,
and if secured by a security interest on any of the Mortgaged Property;
such security interest may rank before or pari passu with or behind any
security interest created by this Agreement, and if it does not so
specify such security interest shall rank before the security interests
created by this Agreement.
8.3 All amounts realized from the disposition of Mortgaged Property
pursuant to this Agreement will be applied as the Lender, in its absolute
discretion, may direct as follows:
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(a) in payment of all costs, charges and expenses (including
legal fees and disbursements on a solicitor an his own client basis)
incurred by the Lender in connection with or incidental to:
(i) the exercise by the Lender of all or any of the
powers granted to it pursuant to this Agreement; and
(ii) the appointment of the Receiver and the exercise
by the Receiver of all or any of the powers granted to it pursuant to
this Agreement, including the Receiver's reasonable remuneration and all
outgoings properly payable by the Receiver;
(b) in or toward payment to the Lender of all principal and
other monies (except interest) due in respect of the obligations; and
(c) in or toward payment to the Lender of all interest
remaining unpaid hereunder. Subject to applicable law and the claims, if
any, of other creditors of the Borrower or the Subsidiary, any surplus
will be paid to the Borrower.
ARTICLE 9 - GENERAL PROVISIONS
9.1 Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and may be given by delivering same
or mailing same by registered mail or sending same by telegram, telex,
telecopier or other similar form of communication to the following
addresses:
The Borrower or the Subsidiary:
Xxxxx 000, 0000 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0,
The Lender:
c/o EuroHelvetia Trust Company
World Trade Center 10 route de l'aeroporte
1215 Xxxxxx 00, Xxxxxxxxxxx
Any notice so given shall:
(a) if delivered, be deemed to have been given at the time
of delivery;
(b) if mailed by registered mail, be deemed to have been
given on the fourth business day after and excluding the day on which it
was so mailed, but should there be, at the time of mailing or between the
time of mailing and the deemed receipt of the notice, a mail strike,
slowdown or other labour dispute which might affect the delivery of such
notice by the mails, then such notice shall be only effective if actually
delivered; and
(c) if sent by telegraph, telex, telecopier or other similar
form of communication, be deemed to have been given or made on the first
business day following the day on which it was sent.
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Any party may give written notice of a change of address in the
aforesaid manner, in which event such notice shall thereafter be given
to such party as above provided at such changed address.
9.2 Amendments. Neither this Agreement nor any provision hereof may
be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of
the amendment, waiver, discharge or termination is sought.
9.3 Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties hereto and supersedes all prior
agreements and undertakings, whether oral or written, pertaining to the
subject matter hereof.
9.4 Action on Business Day. If the date upon which any act or payment
hereunder is required to be done or made falls on a day which is not a
business day, then such act or payment shall be performed or made on
the first business day next following.
9.5 No Merger of Judgment. The taking of a judgment on any covenant
contained herein or on any covenant set forth in any other security for
payment of any indebtedness hereunder or performance of the obligations
hereby secured shall not operate as a merger of any such covenant or
affect the Lender's right to interest at the rate and times provided in
this Agreement on any money owing to the Lender under any covenant
herein or therein set forth and such judgment shall provide that
interest thereon shall be calculated at the same rate and in the same
manner as herein provided until such judgment is fully paid and satisfied.
9.6 Severability. If any one or more of the provisions of this
Agreement should be invalid, illegal or unenforceable in any respect in
any jurisdiction, the validity, legality or enforceability of such
provision shall not in any way be affected or impaired thereby in any
other jurisdiction and the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be
affected or impaired thereby.
9.7 Legal Fees. Notwithstanding anything in this Agreement to the
contrary, each party shall be responsible for the payment of its own
legal fees.
9.8 Successors and Assigns. This Agreement shall enure to the
benefit of and be binding upon all parties hereto and their respective
heirs, personal representatives, successors and assigns, as the case
may be.
9.9 Governing Law. This Agreement shall be governed by and be
construed in accordance with the laws of the Province of British
Columbia and the parties hereto agree to submit to the jurisdiction
of the courts of British Columbia with respect to any legal
proceedings arising herefrom.
9.10 Time. Time is of the essence of this Agreement.
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9.11 Headings. The headings of the paragraphs of this Agreement
are inserted for convenience only and do not define, limit, enlarge
or alter the meanings of any paragraph or clause herein.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first written
above.
THE COMMON SEAL OF ROTOBLOCK CORPORATION
was hereunto affixed in the presence of:
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
Authorized Signatory
THE COMMON SEAL OF ROTOBLOCK INC.
was hereunto affixed in the presence of:
/s/ Xxxxx X. Xxxxxx
-----------------------------------------
Authorized Signatory
THE COMMON SEAL OF MINT INTERNATIONAL LIMITED
was hereunto affixed in the presence of:
/s/ Xxxxxx Xxxxxxx
/s/ Xxx Xxxxxxxx
----------------------------------------
Authorized Signatories
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