EXHIBIT 10.1
BUSINESS PURCHASE AGREEMENT
AGREEMENT made as of the ____ day of August, 1997, by and
among Laminaire Corporation, a corporation duly organized, validly existing and
in good standing under and by virtue of the laws of the State of New Jersey,
with executive offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as the "Seller") and The SL Group, Inc., a Nevada
Corporation having an office at _____________ (hereinafter referred to as the
"Buyer").
INTRODUCTION
WHEREAS, Seller wishes to sell, and Buyer is willing to purchase, all of
business of Seller's Clean Room Distribution Product Group (sometimes referred
to as the "Group") as listed in Exhibit A (the "Assets") from Seller in
consideration of (a) 100,000 shares of Buyer's common stock, $.001 par value,
(b) the assumption of certain liabilities of Seller, as listed in Exhibit B, and
(c) delivery of promissory notes in the aggregate principal amount of $500,000
subject to the terms and conditions of this Agreement; and
WHEREAS, Seller is currently in default in the payment of Notes 1 and 2 (as
defined below), and does not anticipate being able to satisfy these obligations
based upon Seller's current revenues and cash flows.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
herein contained, the sufficiency of which is hereby acknowledged, the parties
intending to be legally bound hereby do hereby agree as follows:
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1. Purchase of Assets and Consideration.
(a) Purchase and Sale of Assets. In reliance on the representations and
warranties, and subject to the terms and conditions hereinafter set forth, the
Seller shall sell and deliver to Buyer, and the Buyer shall purchase and take
delivery from Seller, on the Closing Date (as hereinafter defined), the Business
as described herein. Buyer is not acquiring or purchasing any tangible assets as
part of this agreement.
(b) Purchase Price. Subject to the adjustment at Closing in accordance with
Section 1(c) below, the Purchase Price for the Seller's Stock shall be payable
as follows, (i) assumption by Buyer of certain liabilities and obligations
listed in Exhibit A, (ii) issuance by Buyer of a promissory note in the
aggregate principal amount of $300,000, which note shall bear interest at the
rate of eight percent per anum (the "First Note"), in the form of Exhibit C
attached hereto, (iii) issuance by Buyer of a promissory note in the aggregate
principal amount of $200,000, which note shall bear interest at the rate of
eight percent per anum (the "Second Note")" , and (iv)100,000 shares of common
stock of Buyer, $.001 par value, issued to Laminaire Corporation.
2. Closing
(a) Closing Date. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on ____ at 10:00 A.M. on such date.
(b) Place of Closing. The Closing shall take place at the offices of
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, or at such other place as the Sellers and the Purchaser may mutually
agree upon in writing.
3. Representations and Warrants of the Seller. The Seller
represents, warrants and agrees as follows:
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(a) Corporate.
(1) The Seller is a corporation duly organized, validly existing and in
good standing under and by virtue of the laws of the State of New Jersey. The
Seller is qualified to do business as a foreign corporation in such other states
in which the ownership of its assets or the nature and conduct of its businesses
requires such qualification and which are set forth in Schedule "2(a)"
previously delivered to Buyer.
(2) The Seller has the power to own its property and to carry on its
business as and where such are now conducted.
(3) Seller retained independent counsel to review all documents relating to
this Agreement, and Seller acknowledges that ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP is the
attorney for Buyer.
(4) Seller shall continue to manage the Assets and Clean Room Distribution
Product Group, pursuant to the Management and Fulfillment Agreement attached
hereto as Exhibit ____. The term of the Management and Fulfillment Agreement
will extend until the completion of Buyer's Initial Public Offering. Seller will
execute a covenant not to compete that will have term extending three months
longer than the Management and Fulfillment Agreement.
(5) This Agreement has been duly executed and delivered by the Seller and
constitutes the legal, valid and binding obligation of the Seller, enforceable
in accordance with its terms, except as may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or laws affecting the rights and remedies
of creditors generally, and (ii) the availability of the remedy of specific
performance, injunctive relief or other equitable relief, whether applicable
applied by a
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court of law or equity, including the exercise of judicial discretion in
accordance with general principles of equity.
(b) Financial.
Since _________, except as specified in Schedule ____, the Clean Room
Distribution Product Group segment of the business of the Seller has been
carried on in the ordinary course in substantially the same manner as prior to
that date, and the Seller has not:
(i) undergone any material adverse change in the financial condition or in
the operations or the business of the Seller for the Clean Room Distribution
Product Group from that shown on the unaudited financial statements as of June
30, 1999 and audited financial statements as of December 31, 1998 (which
financials are attached as Exhibit __) referred to in subsection (b)(1) of this
Section 2;
(ii) changed any accounting principles applicable to the books and records
of the Seller; or
(iii) encountered any other event or condition of any character, not in the
ordinary course of business, that materially and adversely affect the results of
operations or business of the Clean Room Distribution Product Group except for
matters relating to past due vendor payments.
(c) Title to Property.
(1) A list of all assets being transferred by Seller in connection with its
Clean Room Distribution Product Group, is set forth on Exhibit A attached
hereto, which Assets represent all of the Seller's intangible assets in
connection with the business of the Group. The Seller owns all right, title and
interest in and to all of the Assets, free and clear of all mortgages,
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liens, pledges, charges or encumbrances of any nature whatsoever, except as set
forth in Schedule 2(d) previously delivered to Buyer; and has taken all steps
necessary or otherwise required to perfect and protect its rights in and to
their respective properties and assets, including intangibles.
(2) The Seller is not restricted by agreement from carrying on the Group's
business anywhere in the United States.
(3) Seller acknowledges that Buyer may recruit present employees of the
Group but is not obligated to do so.
(d) Investment Representation:
(i) Seller represents that it is acquiring the shares of Common Stock of
Buyer (the "Securities") for its own account for investment only and not with a
view towards distribution or resale, and agrees not to sell, transfer, pledge,
hypothecate or otherwise dispose of, or offer to dispose of, the Securities
unless the Securities have been registered under the Securities Act of 1933 (the
"Act") and applicable state securities laws or such registration is not required
in the opinion of counsel for the Seller reasonably acceptable to the Seller.
Any routine sale of the Securities may require compliance with some exemption
under the Act prior to resale. Seller understands that certificates for the
Securities issued pursuant to this Agreement shall bear the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED,
HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE SELLER THAT AN
EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER,
HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT.
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(ii) Seller represents that (i) it is
subscribing for the Securities after
having made adequate investigation of the business, finances and prospects of
Buyer, (ii) it has been furnished any information and materials relating to the
business, finances and operation of Buyer and information and materials relating
to the offer and sale of the Securities which it has requested, including, but
not limited to the filings by Buyer under the Securities Exchange Act of 1934,
and it has been given an opportunity to make any further inquiries desired of
the management and any other personnel of the Buyer as received satisfactory
responses to such inquiries.
3. Representations and Warranties of Buyer. Buyer represents and warrants
as follows:
(a) Organization, Power and Qualification. Buyer is a corporation duly
organized and validly existing, and is in good standing, under the laws of its
jurisdiction of incorporation or organization, has the power and authority to
own its property and to carry on its business as now being conducted and
hereafter proposed to be conducted and is duly qualified and is in good standing
as a foreign corporation or partnership, and authorized to do business, in all
jurisdictions in which the character of its properties and assets or the nature
of its business as now being conducted requires such qualification or
authorization.
(b) Ability to Carry Out the Agreement, Etc. Buyer is not subject to or
bound by any provision of any certificate or articles of incorporation or
by-laws, or to the best of Buyer's knowledge any mortgage, deed of trust, lease,
note, bond, indenture, other instrument or agreement, license, permit, trust,
custodianship, other restriction, or any applicable provision of any law,
statute, rule, regulation, judgment, order, writ, injunction or decree of any
court, governmental
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body, administrative agency or arbitrator which could prevent or be violated by
or under which there would be a default as a result of, nor, is the consent of
any person which has not been obtained required for the execution, delivery and
performance by the Buyer under this Agreement, or any agreements, contemplated
hereunder.
(c) Validity of Agreement, Authority, Etc. The execution and delivery of,
and performance by Buyer of its obligations under this Agreement and the other
documents contemplated or referenced under this Agreement (collectively, the
"Transaction Documents"), have been duly authorized by all necessary action of
Buyer. This Agreement has been, and each other Transaction Document has been, or
will be at the Closing Date, duly executed and delivered by Buyer and (assuming
valid execution and delivery by the other party) the Transaction Documents are,
or will be at the Closing Date, the valid and binding obligation of it,
enforceable in accordance with their terms, except as may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium or laws affecting the rights
and remedies of creditors generally, and (ii) the availability of the remedy of
specific performance, injunctive relief or other equitable relief, whether
applicable applied by a court of law or equity, including the exercise of
judicial discretion in accordance with general principles of equity.
(d) Litigation. There are no judicial or administrative actions, suits,
proceedings or investigations pending, or threatened, which question the
validity of or conflict with the terms of this Agreement or of any action taken
or to be taken pursuant to or in connection with the provisions of this
Agreement, nor does any basis exist for any such action, suit, proceeding or
investigation.
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(e) Distribution Buyer agrees and acknowledges that Seller is not required
to use Buyer to distribute any products Seller presently manufactures, although
Seller may enter into such agreements with Buyer.
4. Conduct of the Business of the Seller Pending the Closing
Date. From and after the date of this Agreement and until the Closing Date:
(a) Full Access. Buyer and its authorized representatives shall have full
access, during normal business hours, to all properties, books, records,
contracts and documents of the Seller, and the Seller shall furnish or cause to
be furnished to Buyer and its authorized representatives all information with
respect to the affairs and business of the Seller as Buyer may request.
(b) Carry On In Regular Course. The Seller shall carry on the business of
the Group diligently and substantially in the same manner as heretofore and
shall not make or institute any unusual or novel methods of trade, purchase,
sale, lease, management, accounting or operation.
(c) Contracts and Commitments. The Seller shall not enter into any contract
or commitment or engage in any transaction not in the usual and ordinary course
of the business of the Group and consistent with past practices without the
prior written consent of the Buyer.
(d) Preservation of Organization and Employees. The Seller will use its
best efforts (without making any commitments on behalf of Buyer) to preserve the
business of the Group organization intact, to keep available to Buyer its key
officers and employees, and to preserve for Buyer the present relationships of
the Seller and its suppliers and others having business
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relations with it. The Seller will not change its present relationships with its
employees as set forth in Schedule 5(c) hereof.
(e) Information to be Furnished. The Seller will furnish or make available
to Buyer all the information concerning the Seller required for inclusion in any
statement or application made by Buyer to any governmental body in connection
with the transaction contemplated by this Agreement, and the Seller represents
and warrants that all such information furnished to Buyer for such applications
or statements shall be true and correct in all respects without omission of any
material fact required to be stated to make any such information not misleading.
5. Survival of Representations and Warranties. All
representations, warranties, and agreements of the Seller and Buyer contained
herein (including all schedules and exhibits hereto) or in any document,
statement, certificate or other instrument referred to herein or delivered
hereunder in connection with the transactions contemplated hereby shall survive
the Closing.
6. Conditions Precedent to Buyer's Obligations. Each and every
obligation of Buyer to be performed on the Closing Date or thereafter, as the
case may be, shall be subject to the satisfaction prior thereto of the following
conditions:
(a) Representations and Warranties True at the Closing Date. The
representations and warranties made by the Seller in this Agreement or given on
their behalf hereunder shall be true on and as of the Closing Date with the same
effect as through such representations and warranties had been made or given on
and as of the Closing Date.
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(b) Compliance with Agreement. The Seller shall have performed and complied
with all of its obligations under this Agreement which are to be performed or
complied with by it prior to or on the Closing Date.
(c) Certificate of Fulfillment of Conditions. There shall be delivered to
Buyer a certificate of the Seller certifying in such detail as Buyer may specify
the fulfillment of conditions set forth in subsections (a), (b), (c) and (d) of
this Section 5.
(d) Proceedings and Instruments Satisfactory. All proceedings, corporate or
other, to be taken in connection with the transaction contemplated by this
Agreement, and all documents incident thereto, shall be satisfactory in form and
substance to Buyer, and the Seller shall have made available to Buyer for
examination the originals or true and correct copies of all records and
documents relating to the business and affairs of the Seller, which Buyer may
request in connection with said transaction. The Seller shall have complied with
all statutory requirements for the valid consummation by the Seller of the
transaction contemplated by this Agreement.
(e) No Litigation. No investigation, suit, action or other proceeding shall
be threatened or pending before any court or governmental agency which in the
opinion of Buyer's counsel is likely to result in the restraint, prohibition or
the obtaining of damages or other relief in connection with this Agreement or
the consummation of the transactions contemplated hereby, or in connection with
any claim against the Seller, not disclosed by the Schedules attached hereto.
(f) All Documents. All documents required by Section 9(a) of this Agreement
shall have been delivered to the Buyer.
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7. Conditions Precedent to the Seller's Obligations. Each and
every obligation of the Seller to be performed on the Closing Date shall be
subject to the satisfaction prior thereto of the following conditions:
(a) Representations and Warranties True at the Closing Date. Buyer's
representations and warranties contained in this Agreement shall be true at and
as of the Closing Date as though such representations and warranties were made
at and as of the Closing Date.
(b) Compliance with Agreement. Buyer shall have performed and complied with
its obligations under this Agreement which are to be performed or complied with
prior to or on the Closing Date.
(c) Notes. Buyer shall have delivered the First Note and the Second Note.
(d) All Documents. All documents required by Section 9(b) of this Agreement
shall have been delivered to the Seller.
8. Indemnification and Resolution of Disputes.
(a) Indemnification by Seller. Seller shall indemnify and hold harmless
Buyer, and shall reimburse Buyer for, any loss, liability, claim, damage,
expense (including, but not limited to, reasonable cost of investigation and
defense and reasonable attorneys' fees) or diminution of value (collectively,
"Damages") arising from or in connection with (a) any inaccuracy in any of the
representations and warranties of Seller pursuant to this Agreement or in any
certificate delivered by the Seller pursuant to this Agreement, or any actions,
omissions or states of facts inconsistent with any such representation or
warranty, or (b) any failure by the Seller to perform or comply with any
provision of this Agreement. The obligations of the Seller to indemnify and hold
harmless Buyer shall also apply to any action, claim or suit which arises from
the operations of the Seller prior
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to the Closing Date, to the extent that the Seller's liability therefore is not
covered by insurance, whether or not such action, claim or suit is disclosed in
this Agreement or the Schedules attached hereto. Buyer shall indemnify and hold
harmless Seller, and shall reimburse Seller for any Damages arising from (a) any
inaccuracy in any of the representations and warranties of Buyer in this
Agreement or in any certificate delivered by the Buyers pursuant to this
Agreement, or any actions, omissions or states of facts inconsistent with any
such representation or warranty, or (b) any failure by the Buyer to perform or
comply with any provision of this Agreement.
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may be effected by the indemnifying party without the indemnified party's
consent (which shall not be unreasonable withheld) unless (i) there is no
finding or admission of any violation of law or any violation of the rights of
any person which is not fully remedied by the payment referred to in clause (ii)
and no adverse effect on any other claims that may be made against the
indemnified party and (ii) the sole relief provided is monetary damages that are
paid in full by the indemnifying party, (b) the indemnifying party shall have no
liability with respect to any compromise or settlement thereof effected without
its consent (which shall not be reasonably withheld) and (c) the indemnified
party will reasonable cooperate with the indemnifying party in the defense of
such action. If notice is given to an indemnifying party of the commencement of
any action and it does not, within 15 days after the indemnified party's notice
is given, give notice to the indemnified party of its election to assume the
defense thereof, the indemnifying party shall be bound by any determination made
in such action or any compromise or settlement thereof effected by the
indemnified party. Notwithstanding the foregoing, if an indemnified party
determined in good faith that there is a reasonable probability that an action
may materially and adversely affect it or its affiliated other than as a result
of monetary damages, such indemnified party may, by notice to the indemnifying
party, assume the exclusive right to defend, compromise or settle such action,
but the indemnifying party shall not be bound by any determination of an action
so defended or any compromise or settlement thereof effected without its consent
(which shall not be unreasonably withheld).
9. Termination and Abandonment. This Agreement may be
terminated and the sale provided for by this Agreement may be abandoned without
liability on the part of any party to the other, on or before the Closing Date:
(a) by mutual consent of Buyer and the Seller;
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(b) by Buyer
(1) if an examination of the Group by Buyer, or its authorized
representatives, shows that since ___________, there has been a material and
adverse change in the financial condition of the Group its operations from that
shown in the financial statements referred to in subsection (b)(1) of Section 2,
or shows that such financial statements do not completely, truly and correctly
reflect and fairly present the financial conditions and results of operations of
the Seller in all material respects; or
(2) if any of the events or conditions specified in subsection (b)(2) of
Section 2 have occurred; or
(3) if any of the conditions provided for in Section 5 of this Agreement
have not been met and have not been waived by Buyer in writing;
(4) by the Seller if any of the conditions of Section 6 of this Agreement
have not been met and have not been waived in writing by the Seller.
In the event of termination and abandonment by any party, as above provided
in this Section 8, prompt written notice shall be given to the other party.
10. Closing Date. The closing with respect to the transactions contemplated
hereunder shall take place at the offices of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, 260
Madison Avenue, New York, New York, at 10:00 a.m. local time on ________. Buyer
may, at its option, delay the Closing Date until two business days after the
closing of its pending private placement, but no later than ______________, upon
written notice to the Seller. Such date (or such earlier date) is hereinafter
referred to as the "Closing Date".
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At the Closing,
(a) The Seller shall deliver to Buyer the following:
(1) a certificate of fulfillment of conditions signed by an authorized
officer of the Seller, referred to in subsection (e) of Section 5 hereof;
(2) consents of any party to any contract to which the Seller is a party
and whose consent is required by reason of the transactions contemplated by this
Agreement, as set forth on Schedule ___.
(3) such other and further documents, instruments and certificates not
inconsistent with the provisions of this Agreement, executed by Seller as Buyer
shall reasonably require to carry out and effectuate the purposes and terms of
this Agreement.
(b) Buyer shall deliver to the Seller the following:
(1) a stock certificate issued to Laminaire Corporation in the amount of
100,000 shares of Common Stock of Buyer;
(2) The First Note executed by the Buyer;
(3) the Second Note executed by the Buyer;
10. Operation of the Buyer and Seller after the Closing Date. Buyer
-------------------------------------------------------- covenants as follows:
(a) Separate Books and Records. Buyer shall cause the Seller to maintain
separate records for the operations of the Group's business.
(b) Registration. Buyer acknowledges that pursuant to an engagement letter
between Buyer and ▇▇▇▇▇▇▇ Davidson Securities Corporation, Buyer shall try to
register
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1,000,000 shares of its Common Stock in good faith in a public offering,
pursuant to the rules and regulations of the Securities Act of 1933, as amended.
11. Brokerage. The Seller represents and warrants that it has
not engaged the services of any broker or finder hereunder, and agrees to
indemnify and hold the Buyer harmless against any claim for brokers' or finders'
fees or compensation in connection with the transactions herein provided for by
any person, firm or corporation claiming a right to the same because engaged by
the Seller. Buyer represents and warrants to the Seller that it has not engaged
the services of any broker or finder in connection with the transactions herein
provided for and agrees to indemnify and hold harmless Seller against any claims
for brokers' or finders' fees or compensation in connection with the
transactions herein provided for by any other person, firm or corporation
claiming a right to the same because engaged by Buyer or its subsidiaries.
12. Miscellaneous.
(a) Nature and Survival of Representations. All statements contained in any
certificate, instrument, schedule or document delivered by or on behalf of any
of the parties pursuant to this Agreement and the transactions contemplated
hereby shall be deemed representations and warranties by the respective parties
hereunder. All representations and warranties made by the parties each to each
other in this Agreement or pursuant hereto shall survive, except to the extent
waived in writing by the parties hereto, the consummation of the transactions
contemplated by this Agreement, notwithstanding any investigation heretofore or
hereafter made by any of them or on behalf of any of them. Each Schedule
delivered in accordance with this Agreement shall be deemed to include and refer
to every other Schedule hereto.
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(b) Entire Agreement. This Agreement, together with the Exhibits and
Schedules delivered pursuant to this Agreement, sets forth the entire agreement
and understanding between the parties as to the subject matter hereof, and
merges and supersedes all prior discussions, agreements and understandings of
every and any nature between them, and no party shall be bound by any condition,
definition, warranty, or representation, other than expressly set forth or
provided for in this Agreement, or as may be, on or subsequent to the date
hereof, set forth in writing and signed by the party to be bound thereby. This
Agreement may not be changed or modified, except by agreement in writing, signed
by all of the parties hereto.
(c) Parties in Interest. All the terms and provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
successors in interest of the respective parties hereto.
(d) Laws Governing. This Agreement shall be construed and interpreted
according to the law of the State of New York as applied to contracts executed
and performed in the State of New York.
(e) Assignment. This Agreement shall not be assigned by the Seller or
Buyer.
(f) Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand, or overnight courier, telecopied or mailed, certified or
registered mail, with first-class postage page, (a) if to the Seller, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, or to such other person and place as
the Seller shall furnish to Buyer in writing, with a copy to________________
_______________________________________; and, (b) if to Buyer, _________, or to
such other
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person and place as Buyer shall furnish to the Seller in writing with a copy to
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇. All notices shall be deemed given upon receipt.
(g) Further Instruments. The Seller will, on the Closing Date or such other
date as Buyer may request, without cost or expense to Buyer, execute and deliver
or cause to be executed and delivered to Buyer such other action as Buyer may
reasonably request to more effectively consummate the transactions contemplated
by this Agreement and confirm and assure Buyer title thereto.
(h) Counterparts. This Agreement may be executed simultaneously in two (2)
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(i) Headings. The headings in the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereof.
(j) Expenses. Buyers, on one hand, and Seller on the other hand, shall bear
their own respective expenses, including professional fees, incurred in
connection with this Agreement and the Transaction Documents.
(k) Transfer Taxes. Except as specifically provided below, Seller shall pay
any state or local sales, transfer or like taxes, including but not limited to
real estate transfer taxes, payable in connection with the transactions
contemplated pursuant to this Agreement, it being understood that each Seller is
solely responsible for his or her personal income tax obligations arising from
the sale of his or her stock as contemplated hereunder.
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(l) Confidentiality. Each party shall maintain the existence of this
Agreement and the other Transaction Documents, and the terms and conditions
described therein ("Confidential Information") strictly confidential. No party
may disclose any Confidential Information to any third party (other than to its
legal, accounting or financial advisors) without the prior consent of the other
party. Any press release will be subject to the prior consent of the parties.
The parties acknowledge that any press release or other disclosure required to
be made by Buyer in order for it to comply with any federal or state securities
laws shall not be subject to Seller's prior review.
(m) Severability. If any provision of this Agreement is held by any court
of competent jurisdiction to be illegal, invalid or unenforceable, such
provision shall be of no force and effect, but the illegality, invalidity or
unenforceability shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
LAMINAIRE CORPORATION
By:/s/▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Treasurer
THE SL GROUP, INC.
By:/s/▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chief Executive Officer
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