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EXHIBIT 10.2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into on this 31st day of December, 1997, by and among COMMUNICATIONS WIRING AND
ACCESSORIES, INC., a Georgia corporation (the "Buyer"), and HALIS SERVICES,
INC., a Georgia corporation (the "Seller").
W I T N E S S E T H:
WHEREAS, Buyer wishes to purchase from Seller and Seller wishes to
sell, transfer and deliver to Buyer certain of Seller's non-health care related
assets and property, all upon the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises, representations, warranties and covenants hereinafter set forth, the
parties hereto agree as follows:
1. Purchase and Sale of Assets. Upon the terms and subject to the
conditions of this Agreement, and on the basis of the representations and
warranties hereinafter set forth, at the Closing (as hereinafter defined),
Seller shall sell, transfer and deliver to Buyer, and Buyer will purchase from
Seller, all of Seller's right, title and interests in and to those non-health
care related assets and properties of Seller set forth on Exhibit A attached
hereto (the "Purchased Assets"), in each case free and clear of all mortgages,
liens, encumbrances, equities, claims and obligations to other persons of every
kind and character.
2. Assumption of Liabilities. Upon the consummation of the transactions
contemplated by this Agreement, Buyer shall assume, and shall timely pay,
perform and discharge in accordance with the terms thereof, those liabilities
and obligations of the Seller set forth in Exhibit B attached hereto (the
"Assumed Liabilities"). Except for the Assumed Liabilities, Buyer shall not
assume any, and Seller shall remain liable to pay and perform, all liabilities
of Seller or any business now or previously operated by Seller.
3. Consideration and Payment.
3.1 Purchase Price. In consideration of the sale, transfer, conveyance
and delivery of the Purchased Assets, and in reliance upon the representations
and warranties made herein by Seller, Buyer shall assume the Assumed Liabilities
and pay to Seller the aggregate sum of One Million and No/100 Dollars
($1,000,000.00) (the "Purchase Price"), subject to adjustment in accordance with
Section 3.2 below.
3.2 Payment of Purchase Price.
(a) Upon the terms and subject to the conditions of this
Agreement, Buyer shall pay the Purchase Price to Seller in monthly installments,
commencing with an initial
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installment being due and payable on February 15, 1998, and with each subsequent
installment being due and payable on the 15th calendar day of each consecutive
month thereafter (each, an "Installment Payment") until the earlier of the date
upon which the aggregate amount of Installment Payments paid to Seller shall
equal the Purchase Price or December 31, 2007. Each Installment Payment shall be
equal to twenty percent (20%) of the license fees, lease payments and royalties
actually received by Buyer with respect to the Purchased Assets for the calendar
month immediately preceding the respective date upon which such Installment
Payment shall be due and payable; provided, however, that in the event that the
aggregate amount of all Installment Payments actually paid by Buyer to Seller
prior to December 31, 2007 (the "Paid Installments") shall be less than
$500,000, Buyer shall pay to Seller an amount equal to the difference between
$500,000 and the Paid Installments on December 31, 2007. In the event that the
aggregate amount of all Installment Payments actually paid by Buyer to Seller
prior to December 31, 2007 shall be equal to or greater than $500,000, Buyer
shall have no further obligation to make Installment Payments to Seller and the
entire Purchase Price shall be deemed to be equal to the Paid Installments.
(b) Buyer may prepay the Purchase Price, in whole or in part,
at any time; provided, however, that such prepayments shall be applied to the
Purchase Price in inverse order of the date upon which Installment Payments
shall be due and payable.
(c) In the event that an Installment Payment calculated in
accordance with Section 3.2(a) above shall exceed the balance of the Purchase
Price remaining to be paid by Buyer to Seller as of the date of such Installment
Payment, the amount of such Installment Payment shall be reduced by such excess
in order that the aggregate sum of all monthly installments paid by Buyer to
Seller under this Agreement shall be equal to the Purchase Price.
(d) Until such time as the earlier of the date upon which the
Purchase Price is paid in full by Buyer to Seller or December 31, 2007, Buyer
shall (i) not suspend or discontinue any Installment Payments provided for in
this Section 3.2; (ii) furnish to Seller on the date upon which each Installment
Payment becomes due and payable a written report, certified by an executive
officer of Buyer as being true and correct, showing the gross revenues of Buyer
resulting or derived from any sale of the Purchased Assets and services rendered
by Buyer with respect to the Purchased Assets for the calendar month immediately
preceding the respective date upon which such Installment Payment shall be due
and payable (each, a "Written Report"); (iii) at the request of Seller, provide
to Seller such further information reasonably requested by Seller to enable it
to verify the information contained in any written report furnished to Seller in
accordance with each Written Report; (iv) maintain complete and accurate books
and records of its operations and properties which adequately document the gross
revenues of Buyer resulting or derived from any sale of the Purchased Assets and
services rendered by Buyer with respect to the Purchased Assets; and (v) permit
Seller, upon reasonable advance notice and during normal business hours,
(through its employees, accountants, attorneys and other agents) to inspect the
books and records of Buyer with respect to Buyer's calculations of Installment
Payments, to make
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extracts therefrom and to audit the correctness of any written report provided
to Seller in accordance with each Written Report.
(e) In the event that it shall be determined, at any time,
that Buyer has under-reported any Installment Payment in excess of five percent
(5%) of any Installment Payment properly due and payable with respect to any
Written Report, Buyer, in addition to and not in lieu of any other remedy of
Seller at law, in equity or under this Agreement, shall reimburse Seller's full
cost and expense incurred in connection with Seller's inspection and audit
thereof and pay to Seller an amount equal to the under-reported Installment
Payment plus interest calculated from the date such Installment Payment was due
and payable until the date such under-payment is paid to Seller. Any payments
due Seller under this Section 3.2(e) shall be due and payable within ten (10)
days following written notice by Seller of any under-payment.
(f) Any payment owed by Buyer to Seller under this Agreement
which is not paid to Seller on or before the date upon which such payment shall
be due and payable shall accrue interest at the lesser of ten percent (10%) per
annum or the highest legal rate allowed by applicable law.
4. Closing of Purchase and Sale.
4.1 Time and Place of Closing. The consummation of the transactions
contemplated by this Agreement (the "Closing") shall be completed on December
31, 1997 or such other date as the parties hereto shall mutually agree upon (the
"Closing Date"). The Closing shall take place at the offices of ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇, LLP, Suite 3100, Promenade II, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other place as the parties hereto shall mutually
agree upon.
4.2 Closing Obligations of Seller. At the Closing, Seller shall:
(a) execute and deliver to Buyer a ▇▇▇▇ of sale in form and
substance substantially in the form of Exhibit C attached hereto, conveying all
of Seller's right, title and interest in the Purchased Assets to Buyer;
(b) deliver to Buyer a certified copy of the articles of
incorporation and bylaws of Seller and the resolutions duly adopted by the board
of directors of Seller authorizing and approving the execution and delivery by
Seller of this Agreement, and the consummation by Seller of the transactions
contemplated by this Agreement;
(c) deliver to Buyer a certificate of existence issued by the
Secretary of State of the State of Georgia not earlier than 30 days prior to the
Closing Date;
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(d) deliver to Buyer all such certified resolutions,
certificates, documents or instruments with respect to Seller's corporate
existence and authority as Buyer's counsel may have reasonably requested prior
to Closing;
(e) deliver to Buyer all original executed copies of consents,
approvals, waivers and lien releases (including UCC-3 termination statements)
from third parties, if any, necessary to evidence the transfer of all of
Seller's right, title and interest in the Purchased Assets to Buyer free and
clear of all mortgages, liens, encumbrances, equities, claims and obligations to
other persons of every kind and character; and
(f) deliver to Buyer an opinion, dated the Closing Date, from
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, L.L.P., counsel for Seller, in form and substance
satisfactory to Buyer and its counsel.
4.3 Closing Obligations of Buyer. At the Closing, Buyer shall:
(a) execute and deliver to Seller an assumption agreement in
form and substance substantially in the form of Exhibit D attached hereto,
evidencing the assumption by Buyer of the Assumed Liabilities;
(b) execute and deliver to Seller a security agreement in form
and substance substantially in the form of Exhibit E attached hereto, granting
to Seller a security interest in those Purchased Assets which constitute or
relate to proprietary software developed by Seller prior to the date hereof
(including, but not limited to, any source code and any bug fixes,
modifications, corrections or enhancements made to such software from time to
time, whether made by Buyer or Seller);
(c) deliver to Seller a certificate of existence issued by the
Secretary of State of the State of Georgia not earlier than 30 days prior to the
Closing Date;
(d) deliver to Seller a certified copy of the articles of
incorporation and bylaws of Buyer and the resolutions duly adopted by the board
of directors of Buyer authorizing and approving the execution and delivery by
Buyer of this Agreement, and the consummation by Buyer of the transactions
contemplated by this Agreement;
(e) deliver to Seller all such certified resolutions,
certificates, documents or instruments with respect to Buyer's corporate
existence and authority as Seller's counsel may have reasonably requested prior
to Closing; and
(f) deliver to Seller an opinion, dated the Closing Date, from
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇, LLP, counsel for Buyer, in form and substance
satisfactory to Seller and its counsel.
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5. Representations and Warranties of Seller. In order to
induce Buyer to enter into this Agreement and consummate the transactions
contemplated herein, Seller represents and warrants to the Buyer the following
as of the date hereof and as of the Closing Date:
5.1 Due Incorporation; Good Standing. Seller is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Georgia, with all requisite corporate power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby.
5.2 Authorization and Enforceability of the Agreement. The
execution and delivery of this Agreement and consummation of the transactions
contemplated by this Agreement have been duly and validly authorized by all
necessary corporate action on the part of Seller, and this Agreement constitutes
a valid and legally binding obligation of Seller enforceable according to its
terms. Neither the execution, delivery of nor the consummation of the
transactions contemplated by this Agreement does or will, conflict with, result
in a breach or violation of, constitute a default under or result in (or create
in any party a right to cause) the acceleration of any rights under (a) the
articles of incorporation or bylaws of Seller, (b) to the knowledge of Seller,
any law, rule, ordinance or regulation applicable to Seller or the Purchased
Assets, (c) any judgment, order, injunction, award or decree of any court,
arbitration or governmental authority by which Seller or the Purchased Assets
are bound, or (d) any contract, instrument, agreement or understanding to which
Seller is a party or by which Seller or the Purchased Assets are bound.
5.3 Title to Assets. Seller possesses good and marketable
title to all of the Purchased Assets, free and clear of all mortgages, liens,
encumbrances, equities, claims and obligations to other persons of every kind
and character.
5.4 Taxes. Seller has filed all federal, state, and local tax
returns required to be filed and has made timely payment of all taxes shown by
those returns to be due and payable, and no tax liens or other similar
encumbrances exist on any of the Purchased Assets.
5.5 Litigation and Claims. There are no actions, suits,
claims, or proceedings pending or threatened against, by or affecting the
Purchased Assets in any court or before any governmental agency or authority, or
any judgment existing, or, to the knowledge of Seller, any threatened or
anticipated claims or liabilities, absolute, contingent or otherwise, which, if
decided adversely to Seller, might have a material adverse effect on the
Purchased Assets or which might prevent, impede or impair the transfer and
delivery of the Purchased Assets in accordance with the terms hereof.
5.6 Condition of Purchased Assets. Each item of tangible
personal property which constitutes a Purchased Asset is in good working
condition, ordinary wear and tear excepted, and to the knowledge of Seller, any
repairs required to be made thereto have been carried out and paid for by the
Seller.
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5.7 No Misrepresentations. None of the representations or warranties of
Seller set forth in this Agreement are false or misleading in any material
respect or contain any misstatement of fact or omit to state any facts required
to be stated to make the statements therein not misleading.
6. Representations and Warranties of Buyer. In order to induce Seller
to enter into this Agreement and consummate the transactions contemplated
herein, Buyer hereby represents and warrants to Seller the following as of the
date hereof and the Closing Date:
6.1 Due Incorporation; Good Standing. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia, with all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
6.2 Authorization and Enforceability of the Agreement. The execution
and delivery of this Agreement and consummation of the transactions contemplated
by this Agreement have been duly and validly authorized by all necessary
corporate action on the part of Buyer, and this Agreement constitutes a valid
and legally binding obligation of Buyer enforceable according to its terms.
Neither the execution, delivery of this Agreement, nor the consummation of the
transactions contemplated by this Agreement does and will conflict with, result
in a breach or violation of, constitute a default under or result in (or create
in any party a right to cause) the acceleration of any rights under (a) the
articles of incorporation or bylaws of Buyer, (b) to the knowledge of Buyer, any
law, rule, ordinance or regulation applicable to Buyer, (c) any judgment, order,
injunction, award or decree of any court, arbitrator or governmental authority
to which Buyer is bound, or (d) any contract, instrument, agreement or
understanding to which Buyer is a party or by which Buyer is bound.
6.3 No Misrepresentations. None of the representations or warranties of
Buyer set forth in this Agreement are false or misleading in any material
respect or contain any misstatement of fact or omit to state any facts required
to be stated to make the statements therein not misleading.
7. Indemnification Obligations.
7.1 Survival of Representations and Warranties. All of the
representations and warranties of Seller and Buyer contained in this Agreement
shall survive the Closing for a period of one (1) year following the Closing
Date.
7.2 Indemnity Agreement of Seller. Seller shall defend, indemnify and
hold harmless Buyer and its respective successors and permitted assigns (and
their respective directors, officers, employees, agents and affiliates) (each a
"Buyer Indemnified Party") from and against any and all losses, damages, claims,
liabilities, costs and expenses of any kind or nature (including without
limitation, reasonable attorneys' fees and expenses) whether accrued, absolute,
contingent,
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known, unknown, or otherwise as of the Closing Date or thereafter asserted
against, imposed upon the Purchased Assets or incurred by a Buyer Indemnified
Party based upon, awarded or asserted against in respect of (a) any breach of
any representation or warranty or the nonfulfillment of any covenant or
agreement on the part of Seller contained in this Agreement; (b) that certain
Marketing Services Agreement, dated February 13, 1996, between TG Marketing and
Motivational Marketing Inc.; (c) that certain federal tax lien, dated June 17,
1996 and filed July 10, 1996, with respect to AUBIS Systems Integration, Inc.
recorded in Deed Book 21136, page 57 in the amount of $22,279.94; and (d) that
certain federal tax lien, dated September 19, 1996 and filed on September 25,
1996, with respect to AUBIS Systems Integration, Inc., recorded in Deed Book
21539, page 258 in the amount of $14,195.28.
7.3 Indemnity Agreement of Buyer. Buyer shall defend, indemnify and
hold harmless Seller and its respective successors and permitted assigns (and
their respective directors, officers, employees, agents and affiliates) (each a
"Seller Indemnified Party") from and against any and all losses, damages,
claims, liabilities, costs and expenses of any kind or nature (including without
limitation, reasonable attorneys' fees and expenses) whether accrued, absolute,
contingent, known, unknown, or otherwise as of the Closing Date or thereafter
asserted against, imposed upon the Purchased Assets or incurred by a Seller
Indemnified Party based upon, awarded or asserted against in respect of (a) any
breach of any representation or warranty or the nonfulfillment of any covenant
or agreement on the part of Buyer contained in this Agreement; (b) the payment
or performance of any Assumed Liability following the Closing Date; and (c) any
action or omission by Buyer after the Closing Date with respect to the operation
by Buyer of its business, any sales of products or the Purchased Assets or any
services rendered in connection therewith and any expressed or implied warranty
or misinformation with respect thereto.
7.4 Indemnification Procedures. If either Buyer or Seller becomes aware
of or receives notice of any third party claim or the commencement of any third
party action or proceeding with respect to which another party (the
"Indemnitor") is obligated to provide indemnification pursuant to this Section
7, the party entitled to indemnification (the "Indemnitee") shall promptly give
the Indemnitor notice thereof. Such notice shall not be a condition precedent to
any liability of the Indemnitor under the provisions for indemnification
contained in this Agreement, unless (and only to the extent that) failure to
give such notice materially prejudices the rights of the Indemnitor with respect
to such claims, actions, or proceedings. The Indemnitor may compromise or
defend, at the Indemnitor's own expense, and by the Indemnitor's own counsel,
any such matter involving the asserted liability of the Indemnitee. If the
Indemnitor elects not to compromise or defend such matter, then the Indemnitee,
at the Indemnitor's expense and by the Indemnitee's own counsel, may defend such
matter, but regardless of whether or not the Indemnitor elects to assume the
defense of any such matter the Indemnitee may not compromise the defense thereof
without the prior written consent of the Indemnitor, which consent shall not be
unreasonably withheld. In any event, the Indemnitee, the Indemnitor and the
Indemnitor's counsel (and, if applicable, the Indemnitee's counsel) shall
cooperate in the compromise of, or the defense against, any such asserted
liability. If the Indemnitor chooses to defend any claim, the
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Indemnitee shall make available to the Indemnitor any books, records, or other
documents within its control that are reasonably necessary or appropriate for
such defense.
7.5 Payment.
(a) The Indemnitor shall promptly pay the Indemnitee any amount due
under this Section 7. Upon judgment, determination, settlement or compromise of
any third party claim, the Indemnitor shall pay promptly on behalf of the
Indemnitee, and/or to the Indemnitee in reimbursement of any amount theretofore
required to be paid by it, the amount so determined by judgment, determination,
settlement or compromise and all other claims of the Indemnitee with respect
thereto, unless in the case of a judgment an appeal is made from the judgment.
If the Indemnitor desires to appeal from an adverse judgment, then the
Indemnitor shall post and pay the cost of the security or bond to stay execution
of the judgment pending appeal. Upon the payment in full by the Indemnitor of
such amounts, the Indemnitor shall succeed to the rights of such Indemnitee, to
the extent not waived in settlement, against the third party who made such third
party claim.
(b) Notwithstanding the existence of any dispute or claim for
indemnification between Seller and Buyer, Buyer shall make all Installment
Payments when due and shall not withhold any Installment Payments pending the
resolution of such dispute or claim for indemnification. Buyer hereby
acknowledges that the obligations of Buyer to make the payments required in
Section 3.2 hereof and to perform and observe its obligations contained herein
shall be absolute and unconditional and shall not be affected by any dispute,
claim, indemnification, abatement, reduction, set-off, diminution, defense,
counterclaim or recoupment whatsoever or any right to any thereof.
7.6 Adjustment of Liability. In the event an Indemnitor is required to
make any payment under this Section 7 in respect of any damages, liability,
obligation, loss, claim, or other amount indemnified hereunder, such Indemnitor
shall pay the Indemnitee an amount (the "Adjusted Amount") which is equal to the
sum of (i) the amount of such damages, liability, obligation, loss, claim or
other amount, minus (ii) the amount of any insurance proceeds the Indemnitee
actually receives with respect thereto, minus (iii) any third party payments
actually received by the Indemnitee with respect to such damages, liability,
obligation, loss, claim or other amount after demand or notice to such third
party from the Indemnitor (with the consent of the Indemnitee which will not be
unreasonably withheld).
7.7 Limitations on Indemnification.
(a) The maximum aggregate amount which Seller shall be liable to
pay Buyer with respect to the transactions contemplated by this Agreement
(including amount payable pursuant to Section 7.2 hereof and any amount payable
by reason of any other remedy available to Buyer at law, in equity or otherwise)
shall be the amount of the Purchase Price.
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(b) Buyer shall have no right to indemnification and Seller shall
have no obligation to pay any amount under this Section 7 unless and until the
aggregate amount of any and all such indemnification claims made by Buyer
exceeds $5,000.00 (the "Deductible"), in which case, Buyer shall only be
entitled to indemnification to the extent such indemnification claims exceed the
Deductible; provided, however, that the Deductible shall not apply to any
indemnification claim made by Buyer with respect to those matters set forth in
items (b), (c) and (d) of Section 7.2 hereof.
7.8 No Waiver. The closing of the transactions contemplated by this
Agreement shall not constitute a waiver by any party of its rights to
Indemnification hereunder, regardless of whether the party seeking
Indemnification has knowledge of the breach, violation or failure of condition
constituting the basis of a claim at or before the Closing.
7.9 Exclusivity. Following the Closing, in the absence of actual fraud
on the part of Seller (in which case Buyer may avail itself of all statutory and
common law remedies for such fraud), the right to receive indemnification
pursuant to this Section 7 shall be the sole and exclusive remedy of Buyer and
Seller, or their respective officers, directors, employees, agents, affiliates,
successors and assigns for, monetary damages of any kind with respect to any
breach of this Agreement or conduct otherwise relating to the negotiation and
completion of the transactions contemplated herein.
8. Miscellaneous.
8.1 Knowledge. Where any representation or warranty contained in this
Agreement is qualified by reference to the knowledge of a party, such reference
shall be deemed to mean the actual, conscious knowledge, without further
inquiry, of such party with respect to the matter which is the subject of such
representation and warranty.
8.2 Expenses. Except as otherwise specifically provided herein, the
Buyer shall pay its own expenses, including the fees and disbursements of its
counsel in connection with the negotiation, preparation and execution of this
Agreement and the consummation of the transactions contemplated hereby.
Likewise, except as otherwise specifically provided herein, Seller shall pay its
own expenses, including the fees and disbursements of their counsel in
connection with the negotiation, preparation and execution of this Agreement,
and the consummation of the transactions contemplated hereby.
8.3 Arbitration.
(a) Any differences or disputes arising out of or in connection
with this Agreement or out of or in connection with agreements regarding its
performance, including any questions regarding the existence, validity or
termination of this Agreement or agreements regarding its performance, during
the term of this Agreement or thereafter shall be settled by binding arbitration
under the rules of the American Arbitration Association ("Rules") by three (3)
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arbitrators appointed in accordance with the Rules and experienced in matters
relating to the dispute.
(b) The place of the arbitration shall be Atlanta, Georgia, U.S.A.
Both parties consent and submit to the personal jurisdiction and venue of the
trial courts of ▇▇▇▇▇▇ County, Georgia, U.S.A., and also to the personal
jurisdiction and venue of the United States District Court for the Northern
District of Georgia, U.S.A., for purposes of enforcing this provision. The
arbitration shall take place at a time noticed by the American Arbitration
Association regardless of whether one of the parties fails or refuses to
participate.
(c) All awards of the arbitration shall be binding and
nonappealable except as otherwise provided in the United States Arbitration Act.
Judgment upon the award of the arbitrators may be entered in any court having
jurisdiction thereof. The arbitral tribunal shall also decide on the matter of
attorneys' fees and expenses and costs of the arbitration.
8.4 Time of the Essence. Time shall be of the essence with respect to
the performance by any party of any obligation or duty hereunder.
8.5 Further Assurances. The parties hereto have executed documents
simultaneously herewith which are intended to accomplish the provisions of this
Agreement. The parties recognize that there may be clerical errors in the
documents executed at the Closing, or that certain additional documents must be
executed hereafter to complete or consummate the transactions contemplated by
this Agreement, and that from time to time hereafter, Buyer and Seller shall, if
reasonably requested by the other party hereto, make, execute and deliver to the
other such additional instruments as may be necessary or proper to correct
clerical errors or to consummate the transactions provided for herein in the
manner contemplated hereby.
8.6 Brokerage Commissions and Finder's Fees. Buyer and Seller agree to
hold the respective other party harmless from and against all brokerage
commissions or finder's fees incurred by Seller or Buyer, as the case may be, in
connection with the transactions contemplated by this Agreement, and will
defend, indemnify and hold the other parties harmless from and against any and
all claims for finder's fees or brokerage or other commissions which may at any
time be asserted against any of such other parties founded upon a claim which is
inconsistent with the aforesaid representation and warranty of the indemnifying
party, together with any and all losses, damages, costs and expenses (including
reasonable attorneys' fees and costs) relating to such claims or arising
therefrom or incurred by the indemnified party in connection with the
enforcement of this indemnification provisions.
8.7 Notices. Any notice, communication, request, approval or consent
that may be given or that is required to be given under the terms of this
Agreement shall be in writing, and shall be sent by certified mail, return
receipt requested as follows:
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If to Seller to: HALIS Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
with a copy in like manner to: ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
If to Buyer to: Communications Wiring and Accessories, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy in like manner to: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
8.8 Waiver. The failure of any party to this Agreement to claim or
raise a default by another party of any provision hereunder shall not constitute
a waiver of the right of that party to claim or raise a subsequent default of
the same provision, or to require exact compliance with the terms of this
Agreement. Any term or condition of this Agreement may be waived at any time by
the party which is entitled to the benefit thereof, but such waiver shall only
be effective if evidenced by a writing signed by such party.
8.9 Successors. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns and
personal representatives.
8.10 Governing Law. This Agreement shall be governed in its
enforcement, construction and interpretation by the laws of the State of
Georgia, without regard to conflict of laws provisions.
8.11 Entire Agreement. EXCEPT AS SPECIFICALLY STATED HEREIN, THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF. THERE ARE NO ORAL AGREEMENTS, UNDERSTANDINGS, PROMISES,
REPRESENTATIONS OR WARRANTIES BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT. ALL PRIOR NEGOTIATIONS AND UNDERSTANDING, IF
ANY, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT HAVE BEEN SUPERSEDED BY THIS AGREEMENT. THIS AGREEMENT MAY NOT BE
MODIFIED, AMENDED OR TERMINATED EXCEPT BY A WRITTEN
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INSTRUMENT SPECIFICALLY REFERRING TO THIS AGREEMENT SIGNED BY THE PARTY TO BE SO
BOUND BY SUCH MODIFICATION, AMENDMENT OR TERMINATION.
8.12 Construction. Should any provision of this Agreement require
judicial or arbitral interpretation, it is agreed that the court or arbitrator
interpreting or construing the same shall not apply a presumption that the terms
of any such provision shall be more strictly construed against any party by
reason of the general rule of construction that a document is to be construed
most strictly against the party who itself or through its agent prepared the
same, it being agreed that all parties hereto or their respective agents have
participated in the preparation of this Agreement.
8.13 Severability. If any provision of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
or part thereof contained in this Agreement.
8.14 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which shall constitute, as to
the particular Agreement or document, one and the same instrument, and it shall
not be necessary in making proof of this Agreement or any of the other documents
delivered in connection herewith to account for more than one of such
counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first above written.
"SELLER"
HALIS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
Vice President and Chief Financial Officer
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"BUYER"
COMMUNICATIONS WIRING AND
ACCESSORIES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President
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