EXHIBIT 2.2
This Agreement dated effective this 17th day of August, 2004.
BETWEEN:
TELECOM SECURITY MANAGEMENT LTD., a body
corporate incorporated under the laws of the Province of Ontario ("Telecom")
OF THE FIRST PART
- and -
▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇")
OF THE SECOND PART
- and -
SECURAC INC., a body corporate
incorporated under the laws of the Province of Alberta (the "Purchaser")
OF THE THIRD PART
ASSET PURCHASE AGREEMENT
WITNESSETH that in consideration of the premises and of the
mutual covenants herein contained the parties hereto covenant and agree, each
with the other as follows:
SECTION 1 - INTERPRETATION
1.1 Definitions
In this Agreement and the Schedules thereto, except as otherwise expressly
provided, or unless the context otherwise requires:
1.1.1 "Agreements" means those agreements and contracts referred to in
paragraph 2.1.2;
1.1.2 "Book of Business" means the total income generated by the Vendors in
respect of the provision of risk management and business continuity
services;
1.1.3 "Closing Date" means the 17th day of August, 2004 or such other date as
may be agreed to by the Vendors and the Purchaser;
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1.1.4 "Excluded Assets" means the those assets listed on Schedule "B"
attached hereto;
1.1.5 "Financial Statements" mean the financial statements of the Telecom for
the twelve-month fiscal year ended June 30, 2004 as prepared by
Telecom;
1.1.6 "▇▇▇▇▇▇▇" means ▇▇▇▇▇ ▇▇▇▇▇▇▇, the party of the second part;
1.1.7 "Non-Permitted Liabilities" means liabilities related to employees
terminated up to and including the Closing Date and all of the Vendors'
current liabilities which relate directly to the operation, up to and
including the Closing Date, of the Purchased Business;
1.1.8 "Purchase Price" shall have the meaning attributed thereto in
Subsection 3.1 hereof;
1.1.9 "Purchased Assets" shall have the meaning attributed thereto in
Subsection 2.1 hereof;
1.1.10 "Purchased Business" means the Vendors' business of providing risk
management and business continuity services located at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇;
1.1.11 "Purchaser" means Securac Inc., the party of the third part;
1.1.12 "Securac Shares" means the "common shares" of the Purchaser;
1.1.13 "Telecom" means Telecom Security Management Ltd., the party of the
first part;
1.1.14 "Time of Closing" means 10:00 o'clock a.m. (Mountain Standard Time) on
the Closing Date;
1.1.15 "Vendors" means, collectively, Telecom and ▇▇▇▇▇▇▇, the parties of the
first and second parts respectively
1.2 Interpretation
In this Agreement and any amendments thereto, except as otherwise provided, or
unless the context otherwise requires:
1.2.1 "this Agreement" means this Agreement as it may from time to time be
supplemented or amended by one or more agreements entered into pursuant
to the applicable provisions hereof;
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1.2.2 this Agreement is divided into numbered sections and the subdivisions
of each such section are called, in descending order, "subsections",
"paragraphs", "subparagraphs", "clauses", and "sub-clauses", and all
references in this Agreement to particular subdivisions are to the
designated subdivisions of this Agreement;
1.2.3 the words "herein" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular section or
other subdivision;
1.2.4 the headings and subheadings inserted in this Agreement are designed
for convenience only and do not form a part of this Agreement nor are
they intended to interpret, define or limit the scope, extent or intent
of this Agreement or any provision hereof;
1.2.5 any rule of construction to the effect that any ambiguity is to be
resolved against the drafting party shall not be applicable in the
interpretation of this Agreement;
1.2.6 any reference herein to "the best of the knowledge" of the Vendors (or
words of similar import) will be deemed to mean the actual knowledge of
the Vendors and the knowledge the Vendors would have assuming the
Vendors conducted a diligent inquiry into the relevant matter;
1.2.7 the words "ordinary course" or "normal course" when used in relation to
the conduct by the Vendors of the Purchased Business, means any
transaction which constitutes an ordinary day-to-day business activity
of the Vendors conducted in a commercially reasonable and businesslike
manner, having no unusual or special features, and being such as a
corporation or other entity of similar nature and size and engaged in a
similar business might reasonably be expected to carry out from time to
time;
1.2.8 words and phrases like "including", "specifically" and "particularly"
when following any general statement, term or matter, shall not be
construed to limit such general statement, term or matter to the
specific items or matters set forth immediately following such word or
to similar items or matters, whether or not non-limiting language (such
as "without limitation" or "but not limited to" or words of similar
import) is used with reference thereto but rather shall be deemed to
refer to all other items or matters that could reasonably fall within
the broadest possible scope of such general statement, term or matter;
1.2.9 all references to currency herein are deemed to mean Canadian currency;
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1.2.10 any reference to a statute shall include and shall be deemed to be a
reference to such statute and to the regulations made pursuant thereto,
with all amendments made thereto and in force from time to time, and to
any statute or regulation that may be passed which has the effect of
supplementing or superseding the statute so referred to or the
regulations made pursuant thereto;
1.2.11 any reference to "approval", "authorization" or "consent" of a party
means, respectively, the written approval, the written authorization
and the written consent of such party;
1.2.12 words importing the masculine gender include the feminine or neuter
gender and words in the singular include the plural, and vice versa and
words importing individuals shall include firms and corporations, and
vice versa.
1.2.13 any reference to a Person shall include and shall be deemed to be a
reference to that Person's successor;
1.2.14 Persons shall be deemed not to be dealing "at arm's length" with one
another if they would not be dealing at arm's length with one another
for the purposes of the Income Tax Act (Canada) in effect at the date
of this Agreement; and
1.2.15 "Person" means and includes any individual, corporation, partnership,
firm, joint venture, syndicate, association, trust, government,
governmental agency or board or commission or authority, and other
forms of entity or organization.
1.3 Schedules
The following schedules are attached hereto, incorporated herein by reference
and shall be deemed to form a part hereof:
Schedule "A" Assets
Schedule "B" Excluded Assets
Schedule "C" Non-Competition Agreement
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SECTION 2 - PURCHASE AND SALE OF PURCHASED ASSETS
2.1 Purchased Assets
Subject to the provisions of this Agreement, the Vendors agree to sell, assign
and transfer to the Purchaser and the Purchaser agrees to purchase from the
Vendors, effective as of the close of business on the Closing Date, all of the
property and assets used in connection with or otherwise relating to the
Purchased Business (other than the Excluded Assets), whether real or personal,
tangible or intangible, of every kind and description and wheresoever situate,
as a going concern (collectively, the "Purchased Assets"), free and clear of all
liens, charges, encumbrances and interests whatsoever, including:
2.1.1 Assets - all of the assets described in Schedule "A" hereto;
2.1.2 Agreements - The full benefit of all contracts for the provision by the
Purchased Business of services and all other contracts, engagements or
commitments (except as hereinafter provided) to which the Vendors are
entitled in connection with the Purchased Business, whether written or
oral;
2.1.3 Licences and Permits - All licenses, permits, approvals, consents,
registrations, certificates and other authorizations required for the
operation of the Purchased Business;
2.1.4 Books and Records - All books and records relating to and including the
Book of Business (other than those required by law to be retained by
the Vendors, copies of which will be made available to the Purchaser),
including customer lists, sales records, price lists and catalogues,
sales literature, advertising material, employee manuals, personnel
records, supply records, inventory records and correspondence files
(together with, in the case of any such information that is stored
electronically, the media on which the same is stored); and
2.1.5 Leasehold Improvements - All leasehold improvements of the Purchased
Business, wherever situate;
2.1.6 Other - All other property, assets and rights, real or personal,
tangible or intangible, owned by the Vendors or to which they are
entitled in connection with the Purchased Business.
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SECTION 3 - PURCHASE PRICE
3.1 Purchase Price and Payment
3.1.1 The purchase price for the Purchased Assets shall be the sum of
$300,000 (the "Purchase Price") and shall be paid by the Purchaser by
way of the issuance of 200,000 Securac Shares to the Vendors on the
Closing Date.
SECTION 4 - COVENANTS, REPRESENTATIONS,
WARRANTIES OF THE VENDOR
4.1 The Vendors agree with and represent and warrant as follows to the
Purchaser and acknowledge and confirm that the Purchaser is relying on
such covenants, agreements, representations and warranties in connection
with the purchase by the Purchaser of the Purchased Assets:
4.1.1 Telecom is a corporation duly incorporated and organized and validly
subsisting in good standing under the laws of the Province of Ontario;
Telecom has the corporate power to own its property and to carry on the
Purchased Business as now being conducted by it, is duly qualified as a
corporation to do business and is in good standing in each jurisdiction
in which the nature of the Purchased Business or the Purchased Assets
makes such qualification necessary;
4.1.2 The Purchased Assets are owned by the Vendors as the legal and
beneficial owners thereof with good and marketable title thereto and
are, as at Closing Date, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances, interests or claims
whatsoever except as disclosed in writing to the Purchaser on the
Closing Date;
4.1.3 No person, firm or corporation has any written or oral agreement,
option, understanding or commitment, or any right or privilege capable
of becoming an agreement, for the purchase from any of the Vendors of
any of the Purchased Assets;
4.1.4 There are no actions, suits or proceedings pending against any or all
of the Vendors at law or in equity or before or by any federal,
provincial, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, which
could materially adversely affect the title to the Purchased Assets or
the ability of the Purchaser to carry on the Purchased Business;
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4.1.5 None of the Vendors is in default or breach of any of the Agreements
and all are now in good standing and in full force and effect without
amendment thereto and the Vendors are entitled to all benefits
thereunder;
4.1.6 None of the Vendors is a non-resident of Canada within the meaning of
the Income Tax Act (Canada);
4.1.7 There is no appropriation, expropriation or seizure of any of the
Vendors' assets that is pending or has been threatened against the
Vendors;
4.1.8 Each of the Vendors has complied with all laws, statutes, ordinances,
regulations, rules, judgments, decrees or orders applicable to the
Purchased Business;
4.1.9 The Vendors will not, without the prior written consent of the
Purchaser from the date hereof until the Closing Date, increase the
number of employees of the Purchased Business or increase the
remuneration of any of their employees, and they will make all payments
in respect of such employees for vacation, Employment Insurance, Canada
Pension Plan and Income Taxes to the Closing Date;
4.1.10 This Agreement has been duly executed and delivered by the Vendors and
all conveyancing documents executed and delivered by the Vendors
pursuant hereto shall have been duly executed and delivered by the
Vendors and all corporate action required therefore has been taken or
shall be taken prior to the Closing Date; this Agreement and the
conveyance documents constitute legal, valid and binding obligations of
each of the Vendors in accordance with their respective terms;
4.1.11 There are no financial commitments which are outstanding or due, or
hereafter may become due, in respect of the Purchased Business or
operations in respect thereof;
4.1.12 None of the Vendors has incurred any obligation or liability,
contingent or otherwise, for brokers' or finder's fees in respect of
this transaction for which the Purchaser shall have any obligation or
liability;
4.1.13 Telecom is a registrant, and has as its registration number _________
for the purposes of the Goods and Services Tax (G.S.T.) and agrees to
sign and do all things necessary to obtain an exemption pursuant to the
Excise Tax Act;
4.1.14 The Vendors have the Purchased Business and the Purchased Assets
insured against loss or damage by all insurable hazards or risks on a
replacement cost basis and such insurance coverage will be continued in
full force and effect to and including the Closing Date;
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4.1.15 None of the Vendors has caused or permitted, nor do they have any
knowledge, of the release, in any manner whatsoever, of any hazardous
substance on or from any of their properties or assets (including the
leased premises) utilized in the Purchased Business, or any such
release on or from a facility owned or operated by third parties, but
with respect to which any or all of the Vendors in connection with the
Purchased Business are or may reasonably be alleged to have liability.
4.1.16 Any liens, claims, encumbrances or security interests which affect the
Purchased Assets shall be released and fully discharged on or prior to
the Closing Date.
4.1.17 None of the Vendors has any liabilities which relate to any supply of
goods or services to any or all of the Vendors or the Purchased
Business up to and including the Closing Date, which may adversely
affect the Purchased Assets including any Non-Permitted Liabilities;
4.1.18 The Vendors shall be responsible for all debts and liabilities of the
Purchased Business up to and including the Closing Time, and shall and
do hereby indemnify and save harmless the Purchaser from and against
all claims, demands, actions or loss existing or incurred by any or all
of the Vendors up to and including the Closing Time;
4.1.19 The Vendors shall secure and provide to the Purchaser any consent
required to give effect to this transaction, including, without
limitation, all consents required under any lease, unanimous
shareholders agreements, agreements between any or all of the Vendors
and third parties, agreements with insurers, or any other agreement to
which any or all of the Vendors are a party;
4.1.20 The Vendors shall provide the Financial Statements to the Purchaser as
soon as they become available;
4.1.21 Each of the Vendors agrees to be liable for and shall indemnify the
Purchaser from and against, any and all claims that arise out of or
relate to claims by employees in respect of whom satisfactory
arrangements have not been made prior to the Closing Date.
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4.2 Notwithstanding anything to the contrary herein expressed or implied, it
is expressly agreed and understood that the foregoing covenants,
representations and warranties are true on the date hereof and shall be
repeated at the Closing Date.
4.3 Each of the Vendors shall indemnify and save harmless the Purchaser from
any liability it incurs as a result of the breach of any representation,
warranty, covenant or condition of any of the Vendors.
SECTION 5 - COVENANTS, REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER
5.1 The Purchaser hereby represents and warrants to the Vendors as follows:
5.1.1 The Purchaser is a corporation duly and properly incorporated and
organized under the laws of the Province of Alberta and is a valid and
subsisting corporation under such laws.
5.1.2 The execution and delivery of this Agreement and the completion of the
transactions contemplated hereby have been duly and validly authorized
by all necessary corporate action.
5.1.3 This Agreement and each further agreement contemplated by this
Agreement when executed and delivered by the Purchaser and when duly
and properly executed and delivered by each other party thereto will be
a valid and binding agreement.
5.1.4 The Purchaser shall be responsible for all debts and liabilities of the
Purchased Business incurred by the Purchaser from the Time of Closing
onward and shall and does hereby indemnify and save harmless the
Vendors from and against all claims, demands, actions or loss incurred
by the Purchaser after the Closing Date.
5.2 The Purchaser shall indemnify and save harmless the Vendors from any
liability it incurs as a result of the breach of any representation,
warranty, covenant or condition of the Purchaser.
SECTION 6 - BOOKS AND RECORDS
6.1 At the Closing Time, there shall be delivered to the Purchaser by the
Vendors all the books and records described in paragraph 2.1.4. The
Purchaser agrees that it will preserve the books and records so delivered
to it for a period of six (6) years from the Closing Date, or for such
longer period as is required by any applicable law, and will permit the
Vendors or their authorized representatives reasonable access thereto in
connection with the affairs of the Vendors relating to their matters, but
the Purchaser shall not be responsible or liable to the Vendors for or as
result of any accidental loss or destruction of or damage to any such
books or records.
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SECTION 7 - CLOSING ARRANGEMENTS
7.1 Vendors Obligations
At or before the Time of Closing:
7.1.1 The Vendors shall deliver to the Purchaser all necessary deeds,
conveyances, bills of sale, assurances, transfers, assignments and
consents, and any other documents necessary or reasonably required to
effectively transfer the Purchased Assets to the Purchaser with a good
and marketable title, free and clear of all mortgages, liens, charges,
pledges, claims, security interests or encumbrances whatsoever, except
as disclosed to the Purchaser on the Closing Date;
7.1.2 The Vendors shall deliver actual possession of the Purchased Assets to
the Purchaser on the Closing Date;
7.1.3 On the Closing Date, the Vendors shall execute and deliver an agreement
to the Purchaser in the form attached as Schedule "C" hereto, which
provides that for a period of five (5) years from the Closing Date,
they shall not directly or indirectly, in any manner whatsoever,
canvas, solicit or approach any of the customers which comprise or are
a part of the Book of Business in an attempt to sell them risk analysis
or business continuity services.
7.1.4 The Vendors shall take or cause to be taken all necessary or desirable
actions, steps and corporate proceedings to approve or authorize
validly and effectively the transfer of the Purchased Assets to the
Purchaser and the execution and delivery of this Agreement and other
agreements and documents contemplated hereby.
7.1.5 ▇▇▇▇▇▇▇ shall, forthwith following the Closing Date, use all reasonable
efforts to effect the dissolution, winding-up and termination of
Telecom.
SECTION 8 - SURVIVAL OF COVENANTS,
REPRESENTATIONS AND WARRANTIES
8.1 The covenants, representations and warranties of each of the Vendors
contained in this Agreement and contained in certificates or documents
submitted pursuant to or in connection with the transactions herein
provided for shall survive the closing of the purchase and sale of the
Purchased Assets for a reasonable period of time and, in any event, to be
not less than two (2) years after the Closing Date.
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8.2 After the expiration of the period of time referred to in subsection 8.1
above, each of the Vendors and the Purchaser will be released by the other
of them from all obligations and liabilities in respect of the
representations and warranties made by each of the Vendors or the
Purchaser, as the case may be, that are contained in this Agreement or in
any certificate or document delivered pursuant to or contemplated by this
Agreement except with for any claims made in writing prior to the
expiration of such period.
SECTION 9 - CLOSING DATE AND TRANSFER OF POSSESSION
9.1 Transfer of Possession
Subject to compliance with the terms and conditions hereof, the transfer of
possession of the Purchased Assets shall be deemed to take effect as at the
close of business on the Closing Date.
9.2 Closing
The closing shall take place at the Time of Closing at Edmonton, Alberta, unless
otherwise agreed to by the parties hereto.
9.3 Further Assurances
From time to time subsequent to the Closing Date, the Vendors shall at the
request and expense of the Purchaser execute and deliver such additional
conveyances, transfers and other assurances as may, in the opinion of counsel
for the Purchaser, be reasonably required to carry out the intent of this
Agreement and to transfer the Purchased Assets to the Purchaser.
SECTION 10 - GENERAL
10.1 Confidentiality of Information
In the event that the transactions contemplated herein are not consummated for
any reason, the Purchaser covenants and agrees that for a period of one year
following the Closing Date, except as otherwise authorized by the Vendors, or
required by applicable law or the rules or policies of any regulatory authority
or stock exchange having jurisdiction, neither the Purchaser nor its
representatives, agents or employees will disclose to third parties, directly or
indirectly, any confidential information or confidential data relating to the
Vendors or the Purchased Business discovered by the Purchaser or its
representatives as a result of the Vendors making available to the Purchaser and
its representatives the information requested by them in connection with the
transactions contemplated herein.
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10.2 Consultation
The parties shall consult with each other before issuing any press release or
making any other public announcement with respect to this Agreement or the
transactions contemplated hereby and, except as required by any applicable law
or regulatory authority or stock exchange having jurisdiction, neither Telecom
nor the Purchaser shall issue any such press release or make any such public
announcement without the prior written consent of the others, which consent
shall not be unreasonably withheld or delayed.
10.3 Disclosure
Prior to any public announcement of the transaction contemplated hereby pursuant
to Section 10.2, no party shall disclose this Agreement or any aspect of such
transaction except to its board of directors, its senior management, its legal,
accounting, financial or other professional advisors, any financial institution
contacted by it with respect to any financing required in connection with such
transaction and counsel to such institution, or as may be required by any
applicable law or any regulatory authority or stock exchange having
jurisdiction.
10.4 Best Efforts
The parties acknowledge and agree that, for all purposes of this Agreement, an
obligation on the part of any party to use its best efforts to obtain any
waiver, consent, approval, permit, license or other document shall not require
such party to make any payment to any Person for the purpose of procuring the
same, other than payments for amounts due and payable to such Person, payments
for incidental expenses incurred by such Person and payments required by any
applicable law or regulation.
10.5 Severability
Any term, condition or provision of this Agreement which is deemed to be, void,
prohibited or unenforceable shall be severable herefrom, be ineffective to the
extent of such avoidance, prohibition or unenforceability without in any way
invalidating the remaining terms, conditions and provisions hereof.
10.6 Enforcement of Remedies
If at any time any party shall be in default of any of its covenants or
agreements contained in or arising out of this Agreement, any remedy which may
be available to any other party by virtue of any provision contained in this
Agreement and as a consequence of such default shall be in addition to and not
by way of substitution for any statutory or common law remedy which may also be
available and all such remedies may be enforced either successively or
concurrently.
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10.7 Non-Waiver
Neither the granting of any time or other indulgence to any party hereto nor the
failure of any party to insist upon the strict performance of any covenant,
term, or condition of this Agreement or to enforce its rights hereunder shall be
construed as a waiver of its rights or remedies hereunder and the same shall
continue in full force and effect.
10.8 Written Waiver
Except as otherwise provided herein, only a written waiver by a party hereto of
any breach (whether actual or anticipated) of any of the terms, conditions,
representations and warranties contained herein, shall be effective or binding
on that party. Any waiver so given shall extend only to the particular breach so
waived, and shall not limit or affect any rights for any other or future breach
10.9 Further Assurances
From the time subsequent to the Closing Date, each party to this Agreement
covenants and agrees that it will at all times after the Closing Date, at the
expense of the requesting party, promptly execute and deliver all such
documents, including, without limitation, all such additional conveyances,
transfers, consents and other assurances and do all such other acts and things
as the other party, acting reasonably, may from time to time request be executed
or done in order to better evidence or perfect or effectuate any provision of
this Agreement or of any agreement or other document executed pursuant to this
Agreement or any of the respective obligations intended to be created hereby or
thereby.
10.10 Notices
Any notice or acceptance required or permitted to be given under the terms of
this Agreement shall be sufficiently given to the party to whom it is addressed
if delivered the party (or if such party is a corporation, to an officer of that
corporation), or, if forwarded by registered mail, return receipt requested, or,
if sent by facsimile transmission as follows:
to the Purchaser at:
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
Barristers & Solicitors
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
and to the Vendors at:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax No.
or to such other address or facsimile number as a party may furnish in writing
to the remaining parties from time to time. Any notice personally delivered
before 4:30 p.m. local time at the place of delivery on a Business Day shall be
deemed to have been received and given on the day of delivery and any notice
personally delivered after 4:30 p.m. local time at the place of delivery on a
Business Day or at any time during a day that is not a Business Day shall be
deemed to have been received and given on the next following Business Day. Any
notice mailed as aforesaid shall be deemed to have been received and given 6
clear days after the day it is mailed, unless there is a postal strike or other
disruption affecting mail delivery, in which event the notice shall be deemed to
have been received and given when it is actually received. Any notice
transmitted by facsimile before 4:30 p.m. local time on a Business Day at the
place to which it is sent shall be deemed to have been received and given on the
day of transmission and any notice transmitted by facsimile after 4:30 local
time at the place to which it is sent on a Business Day or at any time during a
day that is not a Business Day shall be deemed to have been received and given
on the next following Business Day.
10.11 Alteration of this Agreement
No change or modification to this Agreement shall be valid unless it shall be in
writing and signed by all parties hereto.
10.12 Governing Law
This Agreement shall be subject to and be interpreted, construed and enforced in
accordance with the laws in effect in the Province of Alberta. Each party hereto
accepts and hereby irrevocably and unconditionally consents to submit to the
jurisdiction of the courts of the Province of Alberta and all courts of appeal
therefrom for any actions, suits and proceedings occurring out of or relating to
this Agreement and the transactions contemplated thereby (and agrees not to
commence any action, suit or proceeding relating thereto except in such courts).
Each of the Parties hereto hereby irrevocably and unconditionally waives any
objection to the venue of any actions, suits, or proceedings arising out of this
Agreement or the transactions contemplated thereby being in the courts of the
Province of Alberta and further irrevocably and unconditionally waives and
agrees not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
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10.13 Time
Time shall be of the essence of this Agreement.
10.14 Entire Agreement
This Agreement supersedes all other agreements between the parties hereto
relating to the purchase and sale of the Purchased Assets, constitutes the
entire agreement between the parties and there are no statements,
representations, warranties, undertakings or agreements, written or oral,
express or implied, between the parties hereto except as herein set forth.
10.15 Assignment
The Purchaser may assign this Agreement or any of its rights or obligations
hereunder with the prior written consent of the Vendors, such consent not to be
arbitrarily or unreasonably withheld or delayed; provided however, that in the
event of any such assignment, the assignor shall continue to be liable in
respect of all of its covenants and obligations hereunder and the remaining
parties hereto may require, as a condition of their consent, that the assignee
covenant in writing directly with them to observe, perform and comply with the
assignor's covenants and obligations hereunder.
10.16 Enurement
This Agreement and everything herein contained shall enure to the benefit of and
be binding upon the parties, their successors and the permitted assignees of the
Purchaser.
10.17 Execution in Counterpart
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.
10.18 Delivery by Facsimile
This Agreement and any other agreement, document or instrument required or
permitted hereby shall be deemed to be validly executed and delivered by a party
when a copy thereof has been executed by that party and transmitted by facsimile
to each of the remaining parties. A party delivering this Agreement or any such
other agreement, document or instrument by facsimile as aforesaid covenants to
promptly deliver to each of the remaining parties an originally executed copy of
thereof by ordinary mail or by courier.
16
IN WITNESS WHEREOF the parties hereto have executed this Agreement to be
effective as of the date first above written.
TELECOM SECURITY MANAGEMENT LTD.
Per /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Per
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SECURAC INC.
Per /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Per
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------- -------------------------------------
WITNESS ▇▇▇▇▇ ▇▇▇▇▇▇▇
SCHEDULE "A" - ASSETS
- all of the personal property presently located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇
- the Book of Business
- all goodwill
- all customer lists, files and information related to the Book of Business
- pre-paid expenses
- business records
- filing cabinets
- telephone systems
- computers
- furniture
- all office supplies
SCHEDULE "B" - EXCLUDED ASSETS
- To be determined between the parties.
SCHEDULE "C" - NON-COMPETITION AGREEMENT