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EXHIBIT 10.27
AGREEMENT OF PURCHASE AND SALE OF ASSETS
This AGREEMENT OF PURCHASE AND SALE OF ASSETS is entered into as of the
3rd day of July, 1998, by and between ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, husband and wife, doing business as All Valley Carpet, All Valley Carpet
& Upholstery Cleaning, and All Valley Restoration Service with a business
address located at ▇▇▇▇ ▇▇▇▇ ▇▇▇. ▇, #▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Seller"), and Venturi Technology Enterprises, Inc., a Nevada corporation,
having its principal office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
("Purchaser").
WHEREAS, Seller owns and operates a carpet and upholstery cleaning and
restoration business located in the Lancaster, California area;
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires
to sell to Purchaser the Seller's Assets connected with the Seller's business in
exchange for Purchaser's common stock upon the terms described in this
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements set forth
herein, the parties agree as follows:
1. Purchase and Sale of Business. Seller shall sell to Purchaser, and Purchaser
shall purchase from Seller all of Seller's interest in all the business assets,
goodwill and rights owned by Seller and used in the operation of Seller's
business ("Seller's Assets"), including (i) the right to use Seller's business
name, (ii) the assets listed in the ▇▇▇▇ of Sale and Assignment attached as
Exhibit "A", (iii) the assets listed on the Balance Sheet described in Section
5.3, except for assets disposed of in the ordinary course of Seller's business
between the Balance Sheet Date and the Closing Date, and (iv) all patents,
licenses, trademarks, service marks, service names, trade names, copyrights, and
applications therefor. Seller shall transfer Seller's Assets free and clear of
all liabilities and liens except as provided by this Agreement.
2. Payment for Seller's Assets.
2.1 Stock for Seller's Assets. As full payment for Seller's Assets,
Purchaser shall, at the Closing, cause to be issued to Seller five thousand
(5,000) shares of Purchaser's $.001 par value common stock (the "Shares").
2.2 Restricted Stock. The Shares issued to Seller under this Agreement
have not been registered with the Securities and Exchange Commission, nor have
the Shares been qualified under the securities laws of any state. The Seller
acknowledges that the Shares are subject to the following restriction which will
be printed in the following form on the certificates representing the Shares:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR QUALIFIED
UNDER THE
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SECURITIES LAWS OF ANY STATE (THE "LAW"). SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NEITHER SAID SHARES NOR ANY INTEREST
THEREIN MAY BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND QUALIFICATION
UNDER THE LAW OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID
SALE OR OFFER.
Seller represents the following to Purchaser in order to establish exemptions
from registration under Federal and state securities laws. Seller is acquiring
the Shares for its own account, for investment, and not for resale in connection
with any distribution thereof. Seller has such knowledge and experience in
business and financial matters that it is capable of evaluating the risks of
obtaining the Shares. Seller understands the speculative nature of the Shares.
Seller has adequate net worth and means to provide for its current needs and to
sustain a complete loss of its investment. Seller has no need of liquidity of
its investment. Seller understands that at present no public market exists, and
that a public market may never exist, for the Shares and that the Purchaser is
under no obligation to provide a market for the Shares.
2.3 Restriction on Resale. Except as provided below, Seller shall not,
without the prior written consent of the Purchaser, offer for sale, sell,
pledge, hypothecate or otherwise dispose of, directly or indirectly, any of the
Shares, in any manner whatsoever, whether pursuant to SEC Rule 144 or otherwise,
prior to the date that is two (2) years after the Closing Date; provided
however, that a certain number of Shares shall be released from this restriction
on the following schedule:
5% of the total initial amount of the Shares shall be released
each month during the thirteenth (13th) through sixteenth
(16th) month after the Closing Date;
8% of the total initial amount of the Shares shall be released
each month during the seventeenth (17th) through twenty-first
(21st) month after the Closing Date; and
10% of the total initial amount of the Shares shall be
released each month during the twenty-second (22nd) through
twenty-fourth (24th) month after the Closing Date.
The certificates representing the Shares shall contain, for so long as this
restriction remains in effect, a legend in substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY
AND
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THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT
THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME
AFTER THE DATE OF ISSUANCE.
2.4 Right of Rescission. Either party may rescind this Agreement by
personally delivering a written notice of rescission to the other party. The
rescission cannot occur earlier than sixty days after the Closing Date, and it
cannot occur later than ninety days after the Closing Date. If there is a
rescission, each party shall return as close as reasonably possible the other
party to its position prior to the Closing. Specifically, Seller shall return
the stock certificates and shall assume the liabilities assumed by Purchaser on
behalf of Seller, and Purchaser shall return Seller's Assets (or their net
value). The terms of any Non-Competition or Non-Disclosure agreements shall
continue in effect regardless of a rescission.
2.5 Consent to Dilution. Seller understands that Purchaser plans to
acquire other businesses and assets by issuing stock, and that Purchaser may
issue shares of its stock for other reasons in the future. Seller understands
and consents that future issuance of stock will dilute Seller's proportionate
ownership of Purchaser.
2.6 Liabilities Undertaking. At the Closing Purchaser shall sign a
Liabilities Undertaking in the form of the attached Exhibit "B," pursuant to
which Purchaser shall assume to pay or discharge the obligations set forth
therein.
3. Closing. The Closing shall take place at the close of business on
the 3rd day of July, 1998, at Purchaser's office or at such other time and place
as the parties agree, but in no event at a date later than July 10, 1998.
4. Seller's Obligations at Closing; Further Assurances.
4.1 At the Closing, Seller shall deliver to Purchaser:
4.1.1 a cashier's or certified check payable to Purchaser in
the amount of Seller's cash on hand and in banks, less the amount
necessary for all uncleared checks to clear which are in payment of
liabilities assumed by Purchaser hereunder (and Seller agrees to keep
enough money in the bank for such checks to clear) or, at Purchaser's
option, an assignment of all of Seller's bank accounts;
4.1.2 a ▇▇▇▇ of Sale and Assignment signed by Seller in the
form attached as Exhibit "A";
4.1.3 any other instruments of assignment and transfer
necessary to vest in Purchaser good and marketable title to Seller's
Assets;
4.1.4 all contracts and records relating to Seller's Assets;
and
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4.1.5 all documents required by this Agreement.
4.2 At any time after the Closing, Purchaser may request and Seller
must sign and/or deliver any documents necessary to transfer and assign to
Purchaser, and confirm Purchaser's title to Seller's Assets, and to assist
Purchaser in the exercise of all rights thereto. After the Closing, Seller shall
have access to the books and records pertaining to its operations.
4.3 Purchaser shall have the right to collect all receivables
transferred to Purchaser under this Agreement and to endorse Seller's name on
checks received for such receivables. Seller shall transfer to Purchaser any
cash or other property Seller receives for such receivables.
4.4 Seller shall pay any income taxes payable as a result of this
transaction, and shall indemnify Purchaser from any income tax liability that
may result from this transaction.
4.5 The parties agree to allocate the purchase price among the Seller's
Assets as set forth in Schedule 4.5.
5. Representations and Warranties by Seller. Seller represents and
warrants to Purchaser as follows:
5.1 Organization, Standing and Qualification. Seller is an individual
doing business as a sole proprietorship under the business names "All Valley
Carpet," "All Valley Carpet & Upholstery Cleaning," and "All Valley Restoration
Service." Seller is not a corporation, limited liability company or a
partnership. Seller is authorized to carry on its business as now conducted and
to own and operate its properties in the places where such properties are now
located; and Seller is authorized and licensed to do business in the states
where such is required.
5.2 Execution and Performance of Agreement; Authority. The performance
of this Agreement by Seller will not result in a default or breach of any other
agreement to which Seller is a party. Seller has the authority to enter into
this Agreement.
5.3 Financial Statements. The copies of the following financial
statements given to Purchaser and prepared by Seller (called the "Financial
Statements") are complete and correct, have been prepared from the records of
Seller in accordance with generally accepted accounting principles and fairly
present the financial condition of Seller as of their dates and the results of
its operations for the periods covered thereby:
5.3.1 an unaudited balance sheet of Seller (the "Balance
Sheet") as of July 3, 1998, (the "Balance Sheet Date") and Seller's
unaudited income or cash flow statement for the period ended July 3,
1998.
Such statements of earnings do not contain any items of special income or any
other income not earned in the ordinary course of business except as specified
therein, and such interim
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financial statements include all adjustments, which consist only of normal
recurring accruals, necessary for such fair presentation.
5.4 Absence of Undisclosed Liabilities. Except as reflected on the
Balance Sheet, as of the Balance Sheet Date Seller had no debts or obligations
of any nature whatsoever, including any tax liabilities incurred in respect of
Seller's income, or its period prior to the close of business on the Balance
Sheet Date or any other debts or obligations relating to any act, omission or
other condition which occurred or existed on or before the Balance Sheet Date.
5.5 Taxes. All taxes and assessments imposed by any taxing authority,
whether federal, state, local, foreign or otherwise which are due or payable by
Seller, and all interest and penalties thereon, have been paid in full. All tax
returns required to be filed have been accurately prepared and filed and all
deposits required to be made by Seller with respect to employees' withholding
taxes have been made.
5.6 Absence of Changes or Events. Except as may be set forth in
Schedule 5.6, since the Balance Sheet Date, there has not been any material
adverse change in the business, operations, properties, prospects, assets, or
condition of the Company, and no event has occurred or circumstance exists that
may result in such a material adverse change.
5.7 Litigation. Except as set forth in Schedule 5.7 there is no claim,
order, investigation or other proceeding, against Seller, its employees, its
properties, or business or the transactions contemplated by this Agreement, and
Seller knows of no basis for the same.
5.8 Compliance With Laws and Other Instruments. Except as set forth in
Schedule 5.8, Seller has complied with all laws applicable to its business. The
ownership and use of Seller's Assets as well as the conduct of its business will
not conflict with the rights of any other person or entity, and will not cause a
default under any agreement to which Seller is a party. Seller is not aware of
any proposed laws, condemnations or other proceedings which would affect its
business or Seller's Assets.
5.9 Title to Properties. Seller has good title to Seller's Assets. None
of Seller's Assets are subject to any lien, lease, license, or adverse claim
except (i) as expressly set forth in the Balance Sheet as securing specific
liabilities or as otherwise expressly permitted by the terms of this Agreement,
or (ii) insubstantial imperfections of title which have arisen in the ordinary
course of business. Seller's Assets are in good operating condition and repair,
are suitable for the purposes used, and are adequate for all current operations
of Seller.
5.10 Environmental Compliance. Except as may be set forth in Schedule
5.10: (a) Seller's business is being operated in compliance with all
environmental laws and with all terms of required permits and licenses, (b)
Seller is not aware of any circumstances that may interfere with its compliance
with environmental laws or which may give rise to any liability, or which would
otherwise form the basis of any claim or investigation, and that is based on
Seller's manufacture, storage, disposal, transport, or handling, or the release
into the environment, of any hazardous substance, (c) there is no claim,
investigation, or proceeding
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pending or threatened against Seller, in connection with the Seller's Assets or
its business relating to environmental laws, and (d) Seller currently maintains
all material government permits, licenses and agreements required to operate
Seller's Assets and business, and has complied with all requirements relating
thereto.
5.11 Schedules. Schedule 5.11 contains a complete list and description
of:
5.11.1 All real property in which Seller has any ownership or
other interest and which is used in connection with the operation of
its business.
5.11.2 As of a date no earlier than May 31, 1998, all of
Seller's receivables with detailed information on each receivable which
has been outstanding more than 30 days.
5.11.3 All equipment, motor vehicles, and other personal
property (other than inventory and supplies), owned or leased by Seller
setting forth a summary description of all leases, claims, and
conditions relating thereto.
5.11.4 All patents, trademarks, service marks, service names,
trade names, and copyrights together with any registrations,
applications and licenses related thereto, owned by Seller or used in
the operation of Seller's business.
5.11.5 All insurance policies insuring Seller or its assets,
specifying the name of the insurer, the risk insured against, the
limits of coverage, the deductible amount, the premium rate and the
date through which coverage will continue by virtue of premiums already
paid.
5.11.6 All contracts or agreements relating to the Assets to
which Seller is a party.
5.11.7 All loan agreements, conditional sale agreements,
security agreements, guaranties, and leases to which Seller is a party.
5.11.8 All employment and consulting agreements, compensation
plans, pension plans or retirement plans, group life, health and
accident insurance and other employee benefit plans, including holiday,
vacation, Christmas and other bonus practices, to which Seller is a
party.
5.11.9 The name of all banks where Seller has accounts or safe
deposit boxes and the names of all persons authorized to sign on the
accounts or have access to the boxes; and the names of all persons
holding tax or other powers of attorney from Seller and a summary of
the terms thereof.
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All of the agreements, leases and licenses required to be listed on Schedule
5.11 (other than those which have been fully performed) are valid and binding,
and except as otherwise specified in Schedule 5.11, assignable to Purchaser
without the consent of any other party so that, after assignment to Purchaser,
Purchaser will be entitled to the full benefits thereof. Except as disclosed in
Schedule 5.11, no payment required to be made under any such agreement, lease or
license has been prepaid more than 30 days prior its due date, and there is not
any default, or event which would constitute a default, and none of such
agreements, leases or licenses is unduly burdensome or adverse to Seller's
Assets or business or likely to result in any material loss or liability. None
of Seller's existing or completed contracts is subject to renegotiation with any
government body.
5.12 No Guaranties. No obligation of Seller is guaranteed by any other
person or entity, nor has Seller guaranteed any obligation of any other person
or entity.
5.13 Receivables. All Seller's receivables have arisen only from
transactions in the ordinary course of business and shall be fully collected
within 90 days after each receivable arose, without offset or resort to
litigation, except for an allowance for doubtful accounts computed as a
percentage of sales consistent with prior practices as reflected on the most
recent annual Financial Statement.
5.14 Records. The accounting books of Seller are complete and correct,
and no transactions which are required to be recorded therein have been omitted.
5.15 Absence of Certain Business Practices. Neither Seller nor any
employee or agent of Seller has within the past five years agreed to give any
gift to any customer, supplier, government employee or other person who may be
in a position to help or hinder the business of Seller which (i) might subject
Seller to liability in any proceeding, (ii) if not given in the past, might have
had an adverse effect on the Seller's Assets or business as reflected in the
Financial Statements, or (iii) if not continued in the future, might adversely
affect Seller's Assets or business, or which might subject Seller to liability
in any proceeding.
5.16 Disclosure. All of Seller's representations made in this Agreement
and its related documents are true and contain no untrue statements and do not
omit important facts. Seller has disclosed to Purchaser in writing all the
adverse facts concerning the Seller's Assets and its business. The effectiveness
of the representations are not altered or waived by the fact that Purchaser
might have known that any of the representations are inaccurate.
5.17 No Conflict. Performance of this Agreement by Seller will not
conflict with any regulations or agreements to which Seller is a party. No
authorization or filing, which has not already been completed, is necessary for
Seller to perform this Agreement.
6. Representations and Warranties by Purchaser. Purchaser represents
and warrants to Seller as follows:
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6.1 Organization. Purchaser is a corporation organized and in good
standing under the laws of the State of Nevada and has full authority to enter
into this Agreement and to carry on its business and to own and operate its
properties.
6.2 Authorization and Approval of Agreement. All actions required to be
taken by Purchaser relating to the singing of this Agreement shall have been
taken at or prior to the Closing.
6.3 Execution and Performance of Agreement. The performance of this
Agreement by Purchaser will not result in a default of any Agreement to which
Purchaser is a party. Purchaser has the authority to enter into this Agreement.
6.4 Litigation. There is no claim, order, investigation or other
proceeding, against Purchaser relating to the transactions contemplated by this
Agreement and Purchaser does not know or have any reason to be aware of any
basis for the same.
7. Conduct of Business Prior to Closing.
7.1 Prior to the Closing, Seller shall conduct its business only in a
manner consistent with its prior practice and shall preserve its assets and
properties in good condition and maintain insurance thereon in accordance with
present practices, and Seller will use its best efforts (i) to preserve the
business and organization of Seller intact, (ii) to keep available the services
of Seller's present employees, agents and independent contractors, (iii) to
preserve the goodwill of Seller's suppliers, customers, landlords and others
having business relations with it, and (iv) to cooperate with Purchaser and
assist in obtaining the consent of any party to any lease or contract with
Seller where the consent of such party may be required by reason of this
Agreement.
7.2 If there is a change in any information contained in this Agreement
or its related documents prior to closing, Seller shall give Purchaser prompt
written notice.
7.3 Seller shall consult with and follow the recommendations of
Purchaser with respect to (i) canceling agreements to which Seller is a party,
including purchase orders and commitments for capital expenditures or
improvements, (ii) discontinuing particular items or operations and (iii)
purchasing, pricing or selling policy (including selling merchandise at
discounts); provided, however, that nothing contained in this Section shall
require Seller to take action that is likely to result in a penalty or claim for
damages against Seller, or in losses to Seller, or to interfere with the conduct
of Seller's business consistent with prior practice, or to result in a breach by
Seller of any of its representations contained in this Agreement (unless the
breach is waived by Purchaser).
8. Access to Information and Documents. Upon Purchaser's request,
Seller shall give Purchaser access to Seller's personnel and all its properties,
documents and records and shall furnish copies of documents requested by
Purchaser. Purchaser shall not improperly disclose the same prior to the
Closing. The information gathered by Purchaser under this
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Section shall not affect Purchaser's right to rely on the representations made
in this Agreement.
9. Employment Matters.
9.1 Purchaser intends to provide employment to as many of Seller's
current employees as possible. Schedule 9.1 is a list of all Seller's employees
as of the date of this Agreement, including the compensation for each employee.
Prior to the Closing Date, Purchaser shall provide Seller a list of employees
whom Purchaser does not intend to employ after the Closing Date. All remaining
employees shall become the employees of Purchaser on the Closing Date.
9.2 Within a reasonable period following the Closing Date Purchaser
shall provide training and support to Seller's employees to enable them to use
and sell Purchaser's products and services.
10. Bulk Sales Compliance. Purchaser waives Seller's compliance with
the Bulk Sales Law of any state. Seller agrees to pay all claims of creditors
which could be asserted against Purchaser because of such noncompliance unless
such claims are assumed by Purchaser under this Agreement. Seller indemnifies
Purchaser against any liability or expense, including attorneys' fees, incurred
by Purchaser by reason of the failure of Seller to pay such claims.
11. Non-Competition Agreement. Seller shall sign at or prior to the
Closing a Non- Competition and Continuity of Business Dealings Undertaking in
the form of Exhibit "C."
12. Conditions to Purchaser's Obligations. All obligations of Purchaser
under this Agreement are subject to, at Purchaser's option, each of the
following conditions at or prior to the Closing, and Seller shall use its best
efforts to cause each condition to be fulfilled:
13.1 All representations of Seller in this Agreement or the related
documents shall be correct when made and shall be deemed to have been made again
as of the Closing Date, and shall then be correct except for changes allowed
under the terms of this Agreement.
13.2 All duties required by this Agreement to be performed by Seller at
or before the Closing shall be performed.
13.3 Since the date of this Agreement there shall be no material
adverse change in the condition of Seller's Assets or its business.
13.4 All documents required to be delivered to Purchaser at or prior to
the Closing shall be delivered.
13.5 Seller shall obtain written consents to the transfer or assignment
to Purchaser of all agreements of Seller where the consent of any other party
may be required.
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14. Conditions Precedent to Seller's Obligations. All obligations of
Seller at the Closing are subject to, at Seller's option, each of the following
conditions at or prior to the Closing, and Purchaser shall use its best efforts
to cause each condition to be fulfilled:
14.1 All representations of Purchaser contained in this Agreement or
the related documents shall be correct when made and as of the Closing.
14.2 All duties required by this Agreement to be performed by Purchaser
at or before the Closing shall be performed.
13. Indemnification.
15.1 Seller indemnifies and agrees to hold Purchaser harmless from:
15.1.1 any loss suffered by Purchaser because a representation
was not true, a warranty was breached or a duty was not performed by
Seller contained in this Agreement or a related document;
15.1.2 any loss suffered by Purchaser in connection with any
of Seller's liabilities which are not assumed by Purchaser under the
Liabilities Undertaking;
15.1.3 any liabilities or debts of Seller, which exist as of
the Balance Sheet Date or which arise after that date but which are
based upon any transaction, state of facts or other condition which
occurred on or before the Balance Sheet Date, except to the extent
reflected on the Balance Sheet;
15.1.4 any liabilities or debts of Seller, which exist as of
the Closing Date or which arise after that date but which are based
upon any transaction, state of facts or other condition which occurred
on or before the Closing Date, except to the extent (i) reflected on
the Balance Sheet or incurred after the Balance Sheet Date in
connection with a purchase in the ordinary course of Seller's business
and in conformity with the representations contained in this Agreement,
and (ii) assumed by Purchaser under the terms of the Liabilities
Undertaking; and
15.1.5 any claims, judgments and expenses, including legal
fees, incurred for any of the foregoing or for attempting to avoid or
oppose the same or for enforcing this indemnity.
15.2 Purchaser hereby agrees to indemnify and hold Seller harmless
from:
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15.2.1 any loss suffered by Seller because a representation
was not true, a warranty was breached or a duty was not performed by
Purchaser contained in this Agreement or a related document;
15.2.2 any liabilities or debts of Seller assumed by Purchaser
under this Agreement; and
15.2.3 any claims, judgments and expenses, including legal
fees, incurred for any of the foregoing or for attempting to avoid or
oppose the same or for enforcing this indemnity.
16. Nature and Survival of Representations and Warranties. All
representations and warranties contained in this Agreement shall remain
effective after the Closing.
17. Notices. Any notices described under this Agreement shall be in
writing and shall be deemed given when personally delivered or mailed by first
class registered mail, return receipt requested, addressed to the parties at the
addresses set forth above.
18. Arbitration.
18.1 Any action, dispute, controversy or claim between or
among the Parties, whether sounding in contract, tort, or otherwise ("Dispute")
shall, at the request of any Party, be resolved by arbitration as set forth
below, and shall include any Dispute arising out of or relating to this
Agreement or any agreements or instruments relating to this Agreement or
delivered in connection with this Agreement. Any such Dispute shall be
determined by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association. The arbitration proceedings shall be
conducted in Salt Lake City, Utah. The arbitrator(s) shall have the
qualifications set forth in Section 18.2. All statutes of limitation which would
otherwise be applicable in a judicial action brought by a Party shall apply to
any arbitration proceeding under this Agreement.
11.2 The arbitrator(s) shall be selected in accordance with
the rules of the American Arbitration Association from panels maintained by the
Association. A single arbitrator shall be knowledgeable in the subject matter of
the arbitration proceeding. If more than one arbitrator is selected, at least
one of the arbitrators must be knowledgeable in the subject matter of the
Dispute and at least one of whom must be a practicing attorney. If more than one
arbitrator is selected, the controversy shall be decided by a majority vote of
the arbitrators. The arbitrator(s) shall award recovery of all costs and fees
(including attorneys' fees, administrative fees, arbitrators' fees, and court
costs). The arbitrator(s) also may grant provisional or ancillary remedies such
as, for example, injunctive relief, attachment, or the appointment of a
receiver, either during the pendency of the arbitration proceeding or as part of
the arbitration award.
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18.3 Notwithstanding the applicability of other law to any
agreements or instruments between or among the Parties, the Federal Arbitration
Act, 9 U.S.C. Sec. 1 et seq. Shall apply to the construction and interpretation
of this Agreement.
18.4 The Parties acknowledge that they have read and
understand the following disclosures:
ARBITRATION CAN BE FINAL AND BINDING ON THE PARTIES.
THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN
COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.
PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
AND DIFFERENT FROM COURT PROCEEDINGS.
ARBITRATORS' AWARDS ARE NOT REQUIRED TO INCLUDE
FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S
RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY
ARBITRATORS IS STRICTLY LIMITED.
19. Legal and Other Costs. In the event that any party defaults in its
obligations under this Agreement and, as a result thereof, another party seeks
to legally enforce its rights hereunder against the defaulting party, then, in
addition to all damages and other remedies to which the non-defaulting party is
entitled by reason of such default, the defaulting party shall be liable for and
shall promptly pay to the non-defaulting party an amount equal to all costs and
expenses (including reasonable attorneys' fees) paid or incurred by the
non-defaulting party in connection with such enforcement.
20. Miscellaneous.
20.1 This writing contains the entire agreement of the parties
concerning the subject matter hereof and it may not be amended or terminated
except by a written agreement signed by all the parties.
20.2 No waiver of any default is valid unless in writing and signed by
the waiving party, and no such waiver shall be deemed a waiver of any subsequent
default.
20.3 This Agreement shall be binding upon and inure to the benefit of
each corporate party, its successors and assigns, and each individual party
hereto and his/her heirs, personal representatives, successors and assigns.
20.4 The paragraph headings are for the purposes of convenience only
and are not intended to define or limit the contents of the paragraphs.
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20.5 Each party shall cooperate and take such further action as may be
reasonably requested by any other party to carry out the provisions and purposes
of this Agreement.
20.6 This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed one original.
20.7 This Agreement and any amendments shall be governed by and
construed in accordance with law of the State of Utah.
20.9 Any information revealed pursuant to this Agreement or previously
in the course of negotiations shall be held in confidence and solely for the
purpose of consummating this Agreement in allowing the parties to exercise
prudent care. If this Agreement is not consummated, no further use shall be made
of such information (except to the extent such information was already known
prior to this Agreement) and the parties may be held accountable for any
unauthorized use. If this Agreement is not consummated, the parties shall return
all documents received from any party in connection with this Agreement. If this
Agreement is consummated, neither party shall disclose any information
concerning the other party's business or the terms of this Agreement except (i)
as approved by the other party, (ii) as necessary for the conduct of the
Purchaser's or Seller's business, (iii) as required by law, or (iv) as is
ascertainable from public information.
20.10 Each provision of this Agreement shall be interpreted in such a
way as to be valid under all laws, but in case any of the provisions shall be
held to be illegal or unenforceable, such illegality or unenforceability shall
not affect any other provision and this Agreement shall be interpreted as if the
invalid provision was not included unless the absence of such provision would
make completing the transactions contemplated hereby unreasonable.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
as of the date first above written.
SELLER:
0
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, doing business as All Valley
Carpet, All Valley Carpet & Upholstery Cleaning,
and All Valley Restoration Service
/s/ ▇.▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, his wife
-13-
14
PURCHASER:
VENTURI TECHNOLOGY ENTERPRISES,
INC., a Nevada corporation
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
Its:
-14-
15
EXHIBIT "A"
▇▇▇▇ of Sale and Assignment
16
EXHIBIT "B"
Liabilities Undertaking
17
EXHIBIT "C"
Non-Competition and Continuity of Business Dealings Undertaking
18
Schedule 4.5
Allocation of Purchase Price
19
Schedule 5.6
Material Changes or Events
20
Schedule 5.7
Litigation
21
Schedule 5.8
Compliance With Laws and Other Instruments
22
Schedule 5.10
Environmental Compliance
23
Schedule 5.11
Schedules of Assets, Contracts, etc.
24
Schedule 9.1
Seller's Employees