ASSET PURCHASE AGREEMENT
dated as of September 15, 1997
by and between
SBC CORPORATION, INC.,
as Seller
and
ALES SIGNATURE LTD.,
as Buyer
TABLE OF CONTENTS
ARTICLE I.
DEFINITIONS
ARTICLE II.
EXECUTION OF THE AGREEMENT
AND ▇▇▇▇▇▇▇ MONEY DEPOSIT
ARTICLE III.
PURCHASE AND SALE OF ASSETS;
ASSUMPTION OF LIABILITIES
1. Purchase and Sale of Assets .............................................. 5
2. Bills of Sale..............................................................5
3. Consideration .............................................................6
4. Closing and Closing Date ..................................................6
5. Delivery by Seller ........................................................7
6. Delivery by Buyer .........................................................7
7. Post-Closing Escrow .......................................................7
8. Canning Escrow.............................................................9
ARTICLE IV.
REPRESENTATIONS AND
WARRANTIES OF SELLER
1. Incorporation; Authority..................................................10
2. Authorization ............................................................10
3. Valid and Binding Agreement ..............................................10
4. No Violation..............................................................11
5. Good Title; Etc ..........................................................11
6. Condition of Assets.......................................................11
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF BUYER
1. Incorporation; Authority..................................................12
2. Authorization ............................................................12
3. No Violation .............................................................12
4. Consents .................................................................13
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ARTICLE VI.
MISCELLANEOUS PROVISIONS
1. Expenses ................................................................13
2. Inventory ...............................................................13
3. Break-up Fee ............................................................14
4. Time Is of the Essence ..................................................14
5. Survival of Warranties ..................................................14
6. Waivers .................................................................14
7. Notices .................................................................15
8. Headings ................................................................15
9. Counterparts ............................................................16
10. Governing Law ...........................................................16
11. Entire Agreement ........................................................16
12. Retention of Jurisdiction ...............................................16
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ASSET PURCHASE AGREEMENT
BY AND BETWEEN SBC CORPORATION, INC.
AND ALES SIGNATURE LTD.
RECITALS
WHEREAS, SBC Corporation, Inc. ("Seller") is in the business of selling and
distributing fine fragrances and cosmetics products throughout the United
States;
WHEREAS, Seller filed for protection under Chapter 11 of the United States
Bankruptcy Code on July 18, 1996 together with its corporate parent, Model
Imperial, Inc. and related subsidiaries (the "Debtors"), in the United States
Bankruptcy Court for the Southern District of Florida (the "Bankruptcy Court"),
and, since that date, has remained in possession of its assets and control of
its business operations as a debtor-in-possession pursuant to 11 U.S.C. 1107(k)
and 1108;
WHEREAS, Seller's Jointly Proposed Consolidated Plan of Reorganization, as
Amended was confirmed by Order dated September 2, 1997 (the "Plan") providing
for the formation of Reorganized Model Imperial, Inc. on the Effective Date of
the Plan, provided, however, that the Bankruptcy Court has retained jurisdiction
under the Plan over the disposition of the assets of SBC;
WHEREAS, Ales Signature Ltd., a New York corporation ("Buyer"), is desirous
of purchasing certain assets of Seller pursuant to 11 U.S.C. 363(b), (f) and
(m);
WHEREAS, this Asset Purchase Agreement (or the "Agreement") sets forth the
terms and conditions upon which Buyer will acquire certain assets of Seller and
Seller will sell such assets to Buyer for the consideration provided for herein;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the
parties represent, warrant, covenant and hereby agree as follows:
ARTICLE I.
DEFINITIONS
1. APPROVAL ORDER, as used herein, shall mean a duly executed and docketed
order of the Bankruptcy Court, approving this Agreement and authorizing and
directing Seller to comply with the terms of this Agreement, including executing
and delivering all necessary documents, pursuant to 11 U.S.C. 363(b), (f) and
(m).
2. BUYER, as used herein, shall mean Ales Signature Ltd., a New York
corporation.
3. CANNING ESCROW, as used herein, shall mean the $50,000 to be held at
Closing from the Purchase Price by Seller's Counsel in an interest bearing
escrow account and be released to Buyer or Seller in accordance with the
provisions of Article m, Section 8 herein.
2
4. CLOSING, as used herein, shall have the meaning assigned to it set forth
in Article m, Section 4.
5. COMPONENTRY, as used herein, shall mean any and all useable components
and, including, without limitation, non-obsolete work in process related to the
Seller's operations and sale of "Signature" product to be listed on Exhibit "A'
to the Componentry ▇▇▇▇ of Sale (as defined below) being delivered to Buyer as
of the Closing.
6. ▇▇▇▇▇▇▇ MONEY DEPOSIT, as used herein, shall mean the $150,000 deposited
with Seller's Counsel to be held in an interest bearing escrow account upon
execution of this Agreement. For purposes of this Agreement, all interest earned
on the ▇▇▇▇▇▇▇ Money Deposit shall be deemed a part of the ▇▇▇▇▇▇▇ Money Deposit
and shall be released by Seller's Counsel in accordance with the further terms
and conditions of this Agreement with respect to treatment and release of the
▇▇▇▇▇▇▇ Money Deposit.
7. INVENTORY, as used herein, shall mean any and all non-obsolete, salable
finished cosmetics and non-obsolete work in process bearing the "Signature" and
related trademarks to be listed on Exhibit "A to the Inventory ▇▇▇▇ of Sale (as
defined below) being delivered to Buyer as of the Closing.
8. PURCHASE PRICE, as used herein, shall mean the total price to be paid by
Buyer to Seller for the Sale Assets, on a dollar for dollar basis at Seller's
cost of the Inventory and Componentry, plus $100,000.00 for the Signature
Trademarks and all existing artwork, displays, etc. bearing said trademark.
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9. SALE ASSETS, as used herein shall include: (a) the Inventory; (b)
Componentry; and (c) Signature Trademarks.
10. SELLER, as used herein, shall mean SBC Corporation, Inc., provided,
however, for purposes of payment and receipt of the Purchase Price herein SBC
may designate, Reorganized Model Imperial, Inc., or Quality King Distributors,
Inc., as the entity to be named as payee.
11. SELLER'S COUNSEL, as used herein, shall mean the law term of Greenberg,
Traurig, Hoffman, Lipoff, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
12. SIGNATURE TRADEMARKS, as used herein, shall mean any and all rights of
the Seller to the federally registered trademark "Signature" and related
trademarks, including without limitation, Giraffe, along with any state and
common-law trademark rights, and goodwill appurtenant thereto to be listed on
Exhibit "A" to the Trademarks ▇▇▇▇ of Sale and Assignment (as defined below)
being delivered to Buyer as of the Closing.
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ARTICLE II.
EXECUTION OF THE AGREEMENT
AND ▇▇▇▇▇▇▇ MONEY DEPOSIT
1. Upon execution of the Agreement, Buyer shall immediately deposit the sum
of $150,000 with Seller's Counsel, and said sum shall constitute the ▇▇▇▇▇▇▇
Money Deposit. The ▇▇▇▇▇▇▇ Money Deposit shall remain in the possession of
Seller's Counsel, and shall be credited towards the Purchase Price; the ▇▇▇▇▇▇▇
Money Deposit shall be turned over to Seller under the terms and conditions set
forth in Article III, Section 7.
2. Seller's Counsel shall return the ▇▇▇▇▇▇▇ Money Deposit to Buyer within
three (3) days only upon the occurrence of any of the following:
(a) Seller fails to file a motion with the Bankruptcy Court within
seven (7) days of Seller's receipt of the ▇▇▇▇▇▇▇ Money Deposit, which
motion seeks approval of this Asset Purchase Agreement and the transactions
contemplated by this Asset Purchase Agreement pursuant to Section 363(b),
(f) and (m) of the Bankruptcy Code, Federal Rules of Bankruptcy Procedure
2002, 4001, 6004 and 6006 and all applicable Local Rules of Court;
(b) The Court does not approve the sale of the Sale Assets to the
Buyer, or approves the sale of the Sale Assets to another purchaser;
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(c) The Closing has not occurred on the first business day immediately
following the day the Approval Order becomes final and non-appealable
following the Bankruptcy Court's execution thereof (the "Appeal Period"),
or such other date as is mutually acceptable to Buyer and Seller. This
provision shall not preclude the Buyer and Seller from scheduling the
Closing to occur during the Appeal Period provided no stay pending appeal
of the Approval Order has been obtained;
(d) Upon an unresolved dispute over the valuation of the Inventory and
the Componentry as described in Article VI, Section 2 herein; or
(e) In the event Buyer determines prior to the Closing that Seller
does not have valid registrations for and owns all rights in and to the
Signature Trademarks pursuant to the procedure described in Article IV,
Section 7 herein.
ARTICLE III.
PURCHASE AND SALE OF ASSETS;
ASSUMPTION OF LIABILITIES
1. Purchase and Sale of Assets. Upon and subject to the terms and
conditions stated in this Agreement, at the Closing Seller is selling,
conveying, transferring, assigning and delivering to Buyer and Buyer is
purchasing and acquiring from Seller the Sale Assets.
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The Seller is not selling, conveying, transferring, assigning or delivering
to Buyer and the Sale Assets do not include any other assets or properties of
Seller, including without limitation, notes and accounts receivable, accounting
books and records, funds of whatever nature, cash on hand and in banks, stocks,
bonds and other securities, claims of Seller under insurance policies and any
proceeds therefrom, refunds (including tax refunds), minute books or corporate
and stock records.
2. Bills of Sale. The Sale Assets shall be sold, conveyed, assigned,
transferred and delivered to Buyer, free and clear of all claims, liabilities,
obligations and encumbrances, pursuant to Section 363(f) of the Bankruptcy Code
and by duly executed bills of sale in the forms annexed hereto as Exhibit "1"
(the "Inventory ▇▇▇▇ of Sale"), Exhibit "2" (the "Componentry ▇▇▇▇ of Sale") and
Exhibit "3" (the "Trademark ▇▇▇▇ of Sale and Assignment"), being delivered to
Buyer as of the Closing.
3. Consideration. Subject to the terms and conditions of this Agreement, in
reliance on Seller's agreements, representations, warranties and covenants
contained herein' and in consideration of the aforesaid sale, conveyance,
assignment, transfer and delivery of the Sale Assets, Buyer will deliver or
cause to be delivered to Seller at the Closing, in full payment for the
aforesaid sale, conveyance, assignment, transfer and delivery of the Sale
Assets, the balance of the Purchase Price in cash or readily collectible funds.
Notwithstanding this requirement, the Purchase Price will be subject to the
physical inventory provided in Article VI, Section 2. Buyer is only obligated to
pay $100,000 for the Signature Trademarks, plus the actual dollar for dollar
amount of Seller's cost of the Inventory and the Componentry.
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4. Closing and Closing Date. The Closing provided for in this Agreement
will be held at the offices of Seller's Counsel, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇. Lauderdale, Florida, and the Closing shall be held on the first
business day immediately following the day the Approval Order, approving this
Agreement and authorizing and directing Seller to comply with the terms of this
Agreement (including executing and_ delivering all necessary documents), becomes
final and non-appealable following the Bankruptcy Court's execution thereof (or
such other date as is mutually acceptable to Buyer and Seller), provided,
however, this provision shall not preclude the Buyer and Seller from scheduling
the Closing to occur during the Appeal Period provided no stay pending appeal of
the Approval Order has been obtained.
5. Delivery by Seller. At the Closing, Seller will deliver to Buyer (unless
previously delivered), the following:
(a) The Bills of Sale referred to in Section 2 hereof, duly executed
by Seller; and
(b) All other documents, instruments and writings required to be
delivered by Seller at the Closing pursuant to this Agreement or otherwise
required in connection herewith, including without limitation documentation
supporting assignments of the Signature Trademarks as contemplated herein.
6. Delivery by Buyer. At the Closing, Buyer is delivering to Seller (unless
previously delivered), the following:
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(a) The balance of the Purchase Price; and
(b) All other documents, instruments and writings required to be
delivered by Buyer at the Closing pursuant to this Agreement or otherwise
required in connection herewith.
7. Post-Closing Escrow. At the Closing, the ▇▇▇▇▇▇▇ Money Deposit shall be
deemed converted to the Post-Closing Escrow. The funds held in the Post-Closing
Escrow shall be turned over to Seller, as follows:
(a) One-half (1/2) on the ninetieth (90th) day after the Closing;
(b) The remaining one-half (1/2) on the one-hundred eightieth (180th)
day after the Closing;
(c) All funds held in the Post-Closing Escrow will be turned over to
Seller in accordance with the foregoing provisions, except that, should any
current customer of the Seller chargeback, attempt to recover expenses
from, or bring a cause of action against Buyer in connection with Seller's
"Signature" accounts or other accounts, which were existing or could have
been brought as of the Closing Date, said chargeback, claims for expenses
and causes of actions may be satisfied from and up to the extent of the
Post-Closing Escrow;
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(d) In the event of any customer's return of Seller's inventory (in
such customer's possession as of the Closing Date) to the Buyer in
connection with or related to any asserted chargebacks, claims for expenses
or causes of action as referenced in the foregoing provisions, Buyer shall
remain obligated to deliver such returned inventory to the Seller, whether
in salable or non-salable condition, prior to satisfying any such asserted
chargebacks, claims for expenses or causes of action from the funds in the
Post-Closing Escrow;
(e) Upon the commencement of any chargeback claim for expenses, or
cause of action as described above, all funds then remaining in the
Post-Closing Escrow shall remain therein and be held pending the resolution
or disposition of said chargeback, claim for expenses or cause of action;
provided, however, if all asserted chargebacks, claims for expenses, or
causes of action as described above raised in the first ninety (90) days
after the Closing are resolved or disposed of during the 180 days after the
Closing in an amount less than $75,000, the balance of the funds remaining
to cover the first ninety (90) days after the Closing shall be released and
turned over to the Seller/;
(f) Buyer specifically further acknowledges and agrees that in the
event of a default of this Agreement by Seller after the Closing Date, the
damages to be awarded to Buyer shall be limited to the funds remaining in
the Post-Closing Escrow and Buyer shall
--------
1. By way of example and not by limitation, if a chargeback or return in
accordance with Article III, Section 7(c) in the amount of $25,000 were asserted
against Buyer on the 30th day after Closing and honored by the Buyer on the 60th
day after Closing, provided no further chargeback, claim, or action is brought
in the remaining 30 days after Closing, $50,000 would be released and turned
over to Seller from the Post-Closing Escrow.
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have no further recourse against the Seller, any of its related Debtor
companies, Reorganized Model, the Debtors' Bankruptcy Estates or Quality
King Distributors, Inc. in connection with any asserted chargeback claim
for expenses, causes of action or other claim on account of or by a
customer of Seller or on Buyer's own behalf in excess of the funds
remaining in the Post-Closing Escrow; and
(g) Seller specifically further acknowledges and agrees that in the
event of a default of this Agreement by Buyer prior to or at the Closing
Date, including without limitation, the failure to pay Seller the balance
of the Purchase Price, the damages to be awarded Seller shall be limited to
the amount of the ▇▇▇▇▇▇▇ Money Deposit.
8. Canning Escrow. At Closing the Canning Escrow shall be established and
shall thereafter be released to Buyer as a reduction in and to the total final
Purchase Price at such time as Buyer delivers to Seller's Counsel a complete and
unlimited release (in a form to be agreed upon prior to Closing) from ▇▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ("Canning"), a former commercial sales representative for Seller in
connection with the Signature line of products, of any and all claims and causes
of action (the "Canning Release") he may have against SBC, Model Imperial, Inc.,
Reorganized Model ImperiaL Inc., or Quality King Distributors, Inc. The Canning
Escrow shall be released to Seller in the event (i) Buyer fails to deliver the
Canning Release to Seller's Counsel before the end of one (1) year after the
Closing, or (ii) any claims or causes of action are brought by or for the
benefit of Canning against SBC, Model Imperial, Inc., Reorganized Model, Inc.,
or Quality King Distributors, Inc.
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ARTICLE IV.
REPRESENTATIONS AND
WARRANTIES OF SELLER
Seller represents and warrants to the Buyer as follows:
1. Incorporation; Authority. Seller is a corporation duly organized and
and validly existing and in good standing under the laws of the State of Florida
Seller has full corporate power and authority to enter into this Agreement and
to carry out the transactions contemplated hereby, subject to approval of this
sale by the Bankruptcy Court.
2. Authorization. The execution and delivery of this Agreement and the
Bills of Sale and the consummation by Seller of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Seller.
3. Valid and Binding Agreement. This Agreement and the Bills of Sale
constitute valid and binding obligations of the Seller enforceable in accordance
with their respective terms, except that the Agreement and the Bills of Sale
shall have no force and effect unless approved by the Bankruptcy Court.
4. No Violation. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will violate (i)
any provision of the organizational documents of Seller supplied to Buyer prior
to Closing, (ii) result in the creation or imposition of any security interest,
lien, charge or other encumbrance (a "Lien")
12
upon Sale Assets under any agreement or commitment to which the Seller is a
party or by which the Seller is bound, or to which Sale Assets are subject, or
(iii) violate any statute or law or any judgment, decree, order, regulation or
rule of any court or governmental authority. 5. Good Title; Etc. Seller will
make a good-faith effort to obtain Bankruptcy Court approval to convey the Sale
Assets free and clear of all liens and encumbrances pursuant to 11 U.S.C. ss.
363(f).
6. Condition of Assets. Seller is not making any representation or
warranty as to the condition of Sale Assets and Buyer is acquiring the Sale
Assets in an "AS IS" and "WHERE IS" condition. Buyer is only obligated to
purchase non-obsolete, salable, finished inventory, and only usable componentry,
along with any non-obsolete work in process. Seller is not making any
representation or warranty as to the financial condition of or historical
financial performance by the Seller and, accordingly, Buyer shall not be
entitled to rely on or assert that any such representationes or warranties were
made by Seller in connection with any financial investigation or review
conducted by the Buyer.
7. The Signature Trademarks are validly registered with the U.S.
Patent & Trademark Office and Seller has no actual knowledge of the Signature
Trademarks infringing on the rights of any third-parties or conflicting claims
to the Signature Trademarks. Upon execution of this Agreement and receipt of the
▇▇▇▇▇▇▇ Money Deposit by Seller's Counsel, Buyer shall be provided an inspection
period to examine and determine to Buyer's reasonable satisfaction that Seller
has valid registrations and rights to the Signature Trademarks. The inspection
period shall expire upon the Closing and thereafter Buyer shall
13
be precluded from asserting a breach of any representation or warranty herein or
making claim to the ▇▇▇▇▇▇▇ Money Deposit based on any matter relative to the
registration of the Signature Trademarks.
ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to the Seller as follows:
1. Incorporation; Authority. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York;
Buyer has the full corporate power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby.
2. Authorization. The execution and delivery of this Agreement and the
Purchase Price and the consummation by Buyer of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action on the part
of Buyer. This Agreement constitutes a valid and binding obligation, which is
enforceable by the Seller in accordance with its respective terms, subject to
approval by the Bankruptcy Court.
3. No Violation. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will: (i) violate
any provision of the Certification of Incorporation or By-Laws of Buyer, (ii)
violate, or be in conflict with,
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or constitute a default (of itself or with the giving of notice or the passage
of time or both) under, or cause the acceleration of the maturity of any debt or
obligation pursuant to any agreement or commitment to which the Buyer is a party
or by which the Buyer is bound or (iii) violate any statute or law or any
judgment, decree, order, regulation or rule of any court or governmental
authority.
4. Consents. No consent of any person is necessary to the consummation
of the transactions contemplated hereby.
ARTICLE VI.
MISCELLANEOUS PROVISIONS
1. Expenses. Each of the parties agrees that it will pay all its own costs
and expenses, including attorneys fees incurred by such party in connection with
the transactions contemplated by this Agreement.
2. Inventory. Buyer shall arrange for a physical inventory at Buyer's
expense of the Inventory and the Componentry wherever located. All parties shall
use their best efforts such that the physical inventory shall be completed at or
before the Closing. The physical inventory shall be determinative of the amount
of Seller's cost of the Inventory and Componentry. In the event the Buyer's
valuation of the Inventory and Componentry is disputed by Seller and the parties
are not able to mutually resolve the dispute in a commercially reasonable manner
after three (3) business days (during which the parties shall
15
be required to meet to attempt to resolve the dispute), the ▇▇▇▇▇▇▇ Money
Deposit shall be released and returned to the Buyer and this Agreement canceled.
The Buyer shall, however, be required to accept the valuation of the cost of any
non-obsolete, salable work in process for Inventory or Componentry as stated or
provided by Seller's supplier(s) for same.
3. Break-up Fee. Seller covenants and agrees that it will use its best
efforts to obtain approval from the Bankruptcy Court that any initial competing
bid shall be in an amount greater than or equal to the Purchase Price plus ten
percent (10%) of the Purchase Price, and on terms and conditions which are the
same as or better than those set forth in this Agreement, and that Seller shall
pay to Buyer, from the proceeds of such competing bid, an expense reimbursement
in the amount of up to $75,000 for its reasonable expenses incurred in pursuing
the purchase of the Sale Assets, including reasonable attorneys' fees,
out-of-pocket costs, and any other third-party professional fees and expenses.
4. Time Is of the Essence. The Seller and Buyer agree that time is of the
essence in this transaction.
5. Survival of Warranties. All representations and warranties contained in
Articles IV and V, herein or in any attached schedule shall survive the Closing
hereunder, regardless of any investigation made at any time, except as provided
in Article IV, Section 7 herein.
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6. Waivers. The waiver by any party of any breach of any provision of this
Agreement will not operate or be construed as a waiver of any subsequent breach
or any other right on any future occasion. Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto any
rights, remedies, obligations or liabilities.
7. Notices. All notices, requests, demands and other communications that
are required or permitted to be given under this Agreement shall be in writing
and shall be deemed to have been duly given if delivered in hand or mailed by
certified mail, postage prepaid, return receipt requested, as follows or to such
other address for any party as such party shall specify by notice complying with
these provisions given to the other party:
Buyer: Ales Signature Ltd.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to
counsel: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇, Roshco & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Seller: SBC Corporation
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
with a copy to
counsel: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇, Traurig
▇▇▇ ▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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8. Headings. The section and other headings contained in this Agreement are
for reference purposes only and shall not be deemed to be a part of this
Agreement or to affect the meaning or interpretation of any of its provisions.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
10. Governing Law. This Agreement and the transactions contemplated hereby
shall be governed by, construed, enforced in compliance with the laws of the
State of Florida, without regard for its principals regarding conflict of laws.
11. Entire Agreement. This Agreement (including any schedules and Exhibits
delivered hereunder) constitutes the entire agreement between the parties on the
subject matter hereof, superseding all prior agreements and understandings, oral
and written, and may not be amended except by a written agreement signed by all
parties.
12. Retention of Jurisdiction. The parties hereto agree that the Bankruptcy
Court shall retain exclusive jurisdiction to resolve any dispute arising under,
arising in or related to this Agreement so long as the Bankruptcy Court shall
retain jurisdiction over the Seller and thereafter the courts located in the
State of Florida shall have jurisdiction to enforce, interpret or construe any
provision of this Agreement.
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IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be
executed by their own hand as of the date first above written.
SELLER:
SBC CORPORATION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chairman
BUYER:
ALES SIGNATURE LTD.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
By: /s/ Jan. ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer
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