AGREEMENT TO TRANSFER PROPERTY
AGREEMENT
TO TRANSFER PROPERTY
This
Agreement to transfer real property is made this 31st day of July, 2009
(Effective Date) by and between ▇▇▇▇▇ International, Inc. (hereinafter the
“Corporation”) with its principal office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter “▇▇▇▇▇”), with an
address of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and The ▇▇▇▇▇▇
Family Limited Partnership (hereinafter “▇▇▇▇▇▇”) with an address of ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, #▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇; and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC, with its
principal office located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
(collectively “Transferees).
WHEREAS,
The Corporation is the owner of certain real property located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ as described in Exhibit A hereto (hereinafter
“the Property”).
WHEREAS,
The Corporation is indebted to ▇▇▇▇▇ in the amount of Five Hundred Thousand
Dollars ($500,000.00), a debt which is secured by a mortgage on the
Property.
WHEREAS,
The Corporation is indebted to ▇▇▇▇▇ in the amount of Two Hundred Fifty Thousand
Dollars ($250,000.00), a debt which is unsecured.
WHEREAS,
The Corporation is indebted to ▇▇▇▇▇▇ in the amount of One Million Dollars
($1,000,000.00), a debt which is secured by a mortgage on the
Property.
WHEREAS,
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC is a limited liability corporation organized and existing
under the laws of the State of Florida.
WHEREAS,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and The ▇▇▇▇▇▇ Family Limited Partnership are each members of ▇▇
▇▇▇▇ ▇▇▇▇▇▇, LLC.
WHEREAS,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇, a principal of the ▇▇▇▇▇▇ Family Limited
Partnership, are each managers of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC.
WHEREAS,
The Corporation intends to transfer title of the Property to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
LLC, free and clear of all liens and encumbrances for good and valuable
consideration as set forth herein,
ARTICLE
1: AGREEMENT
1.1 Agreement. The
Corporation hereby agrees to convey and assign to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC and ▇▇
▇▇▇▇ ▇▇▇▇▇▇, LLC agrees to accept from the Corporation, on June 5, 2009, (
hereinafter the “Closing Date”) and subject to the terms and conditions of this
Agreement, all of the following (collectively the “Property”):
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a.
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The
Real Property as described herein;
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b.
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All
improvements on and to the Real
Property;
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c.
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Personal
Property located at, in or on the Real
Property,
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d.
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All
of the Corporation’s right, title, and interest as Lessor in and to the
Tenant Leases and subject to the terms of the respective applicable Tenant
Leases, the Tenant’s Deposits.
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ARTICLE
2: CONSIDERATION
Consideration. Consideration
for the transfer of all right, title and interest in the Property is as
follows:
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2.1
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Forgiveness of
Debt. Each of ▇▇▇▇▇ and ▇▇▇▇▇▇ shall forgive both
secured and unsecured debt and accrued and outstanding interest thereon
owed to each by the Corporation and any and all subsidiaries of
Corporation;
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2.2
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Stock
Options. The Corporation shall issue to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
LLC Two Million stock options with a strike price of the greater of $0.10
or $0.25 less than the ▇▇▇▇▇ International, Inc. reported stock price at
the close of the market one day prior to the date of
exercise. The stock options granted hereunder shall vest on
December 31, 2009 and shall expire on December 31, 2012. The
Stock Options shall be subject to a separate Stock Option Agreement, a
copy of which is attached hereto as Exhibit B and incorporated
herein.
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2.3
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Assumption of
Obligations. Effective as of the Closing Date, ▇▇▇▇▇,
▇▇▇▇▇▇ and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC , shall have assumed and agreed to perform
or pay as applicable, (i) all of the covenants and obligations of
Corporation and the Corporation’s affiliates pursuant to the Tenant Lease
and Service Contracts, if any, assigned to them individually and jointly
and which are to be performed on or subsequent to the Closing Date, (ii)
all of the covenants and obligations of the Corporation under the Tenant
Leases and Service Contracts, if any, and the licenses and permits
assigned to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ and relating to the
physical or environmental conditions of the Property, regardless of
whether such obligations arise before or after the Closing
Date.
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ARTICLE
3. ENTRY AND INSPECTION OF PROPERTY
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3.1
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Entry and Inspection
of Property. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇
expressly acknowledge and confirm that, prior to the execution and
delivery of this Agreement, that they have had the opportunity to inspect
and investigate the Property and have either conducted or waived their
right to conduct all tests, evaluations and assessments necessary or
prudent in any respect and for all purposes in connection with the
transfer and acceptance of the
Property.
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3.2
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As
Is. The transaction contemplated by this Agreement has
been negotiated between the parties and this Agreement reflects the mutual
agreement of the Corporation and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ and
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ have been afforded the opportunity
to perform an independent examination of the Property. Other
than the specific matters represented in this Agreement, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ will not rely upon, either directly or indirectly,
any representation or warranty of the Corporation other than as stated
herein. The Corporation specifically disclaims any
representation, warranty or assurance whatsoever made to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇, ▇▇▇▇▇ and or ▇▇▇▇▇▇ and no warranties or representations of any kind
or character, either express or implied, are made by the Corporation or
relied upon by either ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ or ▇▇▇▇▇▇ with respect to
the status of title to or the maintenance, repair, condition, design or
marketability of the property, or any portion thereof, including but not
limited to (a) any implied or express warranty of merchantability, (b) any
implied or express warranty of fitness for a particular purpose, (c) any
materials, (d) any rights of ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ under
appropriate statutes to claim diminution of consideration,, (e) any claim
by purchaser for damages because of defects, whether known or
unknown, or latent, with respect to the real property,
improvements or the personal property, (f) the financial condition or
prospects of the Property or the Tenants and (g) the compliance or lack
thereof of the real property or the improvements with governmental
regulations, it being the express intention of the Corporation and ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ that the Property will be conveyed and
transferred to ▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC in its present
condition and state of repair, “As Is” and “Where Is” with all
faults. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge and
agree that there are no oral agreements, warranties or representations,
collateral to or affecting the Property, by the Corporation or any agent
or representative thereof.
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3.3
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Release of the
Corporation. ▇▇▇▇▇ and ▇▇▇▇▇▇ and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇,
▇▇ behalf of themselves and each of their partners, officers, agents,
controlling persons and affiliates, hereby releases the Corporation from
any and all liability, responsibility, responsibility and claims arising
out of or related to the condition (including the presence in the soil,
air, structures and surface and subsurface waters, of hazardous substances
that have been or may in the future be determined to be toxic, hazardous,
undesirable or subject to regulation and that may need to be specially
treated, handled and/or removed from the Property under current or future
federal, state or local laws, regulations or guidelines, valuation,
salability or utility of the Property, or its suitability for any purpose
whatsoever except to the extent that such responsibility or liability is
the result of the material inaccuracy of the Corporation’s representations
in Article 5 of this
Agreement.
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ARTICLE 4. INTERIM
OPERATING COVENANTS
The
Corporation covenants to ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ that
it will:
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a.
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Operations. From
the Effective Date until Closing Date, continue to operate, manage and
maintain the Improvements in the ordinary course of the Corporation’s
business and substantially in accordance with the Corporation’s present
practice, subject to ordinary wear and tear and further subject to the
terms of this Agreement.
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b.
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Maintain
Insurance. From the Effective Date until the Closing
Date, maintain fire and extended coverage insurance on the Improvements
which is at least equivalent in all material respects to the Corporation’s
current policies covering the Improvements as of the Effective Date of
this Agreement.
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c.
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Personal
Property. From the Effective Date until the Closing
Date, not transfer or remove any personal Property from the Improvements
except for the purpose of repair or replacement thereof. Any
items of Personal Property replaced after the Effective Date will be
installed prior to the Closing Date and will be substantially similar
quality of the item of Personal Property being
replaced.
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d.
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Government
Regulations. From the Effective Date until the Closing
Date, the Corporation will not knowingly take any action that it knows
would result in a failure to comply in all material respects with all
Governmental Regulations applicable to the
Property.
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e.
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Leases. From
the Effective Date until the Closing Date, the Corporation will not enter
into any new lease for more than fifty percent (50%) of the rentable space
without the prior written consent of ▇▇▇▇▇ and ▇▇▇▇▇▇, which consent shall
not be unreasonably withheld, delayed or conditioned, and will be deemed
given unless written objections thereto is given within two (2) business
days after receipt of the relevant information from the
Corporation.
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f.
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Notices. To
the extent received by the Corporation, from the Effective Date until the
Closing Date, the Corporation shall deliver to ▇▇▇▇▇ and ▇▇▇▇▇▇ copies of
written default notices, notices of lawsuits and notices of violations
affecting the Property.
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ARTICLE 5. REPRESENTATIONS
AND WARRANTIES.
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5.1
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Corporation’s
Representatives and Warranties. The following constitute
the sole representations and warranties of the
Corporation. Subject to the limitations set forth in Article 3
of this Agreement, the Corporation represents and warrants to ▇▇▇▇▇ and
▇▇▇▇▇▇ the following as of the Effective
Date:
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a.
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Status. The
Corporation is a Delaware corporation duly organized and existing under
the laws of the State of
Delaware.
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b.
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Authority. The
execution and delivery of this Agreement and the performance of the
corporation’s obligations hereunder have been or will be duly authorized
by all necessary action on the part of the Corporation, and this Agreement
constitutes the legal, valid, and binding obligation of the Corporation,
subject to equitable principles and principles governing creditors’ rights
generally.
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c.
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Non-Contravention. The
execution and delivery of this Agreement by the Corporation and the
performance of the Corporation’s obligations under this Agreement will not
violate any judgment, order, injunction, decree, regulation or ruling of
any court or Authority or conflict with, result in a breach of, or
constitute a default under the organizational documents of the
Corporation, any note or other evidence of indebtedness, any mortgage,
deed of trust or indenture, or any lease or other material agreement or
instrument to which the Corporation is a party or by which it is
bound.
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d.
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Suits and
Proceedings. To the best of the Corporation’s knowledge
as of the Effective Date, there are no legal actions, suits or similar
proceedings pending and served or threatened against the Corporation
relating to the Property or the Corporation’s ownership or operation of
the Property, which are not adequately covered by insurance or, if
adversely determined, would materially adversely affect the value of the
Property, the continued operations thereof or the Corporation’s ability to
perform it’s obligations under this
Agreement.
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e.
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No
Violations. To the best of the Corporation’s knowledge,
the Corporation has not received prior to the Effective Date any written
notification from an Authority (i) that the Real Property and Improvements
thereon is in violation of any applicable fire, health, building, use,
occupancy or zoning laws or (ii) that any work is required to be done to
the Real Property and Improvements thereon where such work remains
outstanding and, if unaddressed would have a material adverse affect on
the Property or use of the Property as currently
operated.
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5.2
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Transferees’
Representations and
Warranties.
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a.
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Authority. The
execution and delivery of this Agreement and the performance of
Tranferees’ obligations hereunder have been or will be duly authorized by
all necessary action on the part of Transferees and their owners and or
beneficiaries and this Agreement constitutes the legal, valid, and binding
obligation of the Transferees, subject to equitable principles and
principles governing creditors’ rights
generally.
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b.
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Non-Contravention. The
execution and delivery of this Agreement by the Transferees and the
consummation by the Transferees of the transaction contemplated hereby
will not violate any judgment, order, injunction, decree, regulation or
ruling of any court or Authority or conflict with, result in a breach of,
or constitute a default under the organizational document of either of the
Transferees, any note or other evidence of indebtedness, any mortgage,
deed of trust or indenture, or any lease or other material agreement or
instrument to which the Transferees, individually or collectively, is a
party or by which it/they are
bound.
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ARTICLE
6. CLOSING
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6.1
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Closing. The
Closing of the transfer of the Property by the Corporation to the
Transferees will occur on the Closing Date. At Closing, the
events set forth in this Article 6 will occur, it being understood that
the performance or tender of performance of all matters set forth in this
Article 6 are mutually concurrent conditions which may be waived by the
party for whose benefit they are
intended.
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6.2
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Corporation’s Closing
Obligations. Corporation, at its sole cost and expense,
will deliver:
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a.
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A
special warranty deed duly executed and acknowledged by the Corporation
conveying to Transferees the Real Property and the Improvements subject
only to the Permitted Exceptions, which Deed shall be delivered to
Transferees by the Title Company or Law Firm agreeing to cause same to be
recorded in the Official
Records;
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b.
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The
General Conveyance duly executed by the
Corporation;
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c.
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The
Tenant Notice Letters, duly executed by the
Corporation;
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d.
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Evidence
reasonably satisfactory to Title Company and Transferees that the person
executing the Closing documents on behalf of the Corporation has full
right, power and authority to do
so;
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e.
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The
Personal Property;
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f.
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All
original Licenses and Permits, Tenant Leases, and Service Contracts in the
Corporation’s possession and
control;
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g.
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Such
other documents as may be reasonably necessary or appropriate to effect
the consummation of the transactions which are the subject of this
Agreement.
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6.3
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▇▇▇▇▇’▇ Obligations
Upon Closing.
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(a) Upon
Closing, at its sole cost and expense, ▇▇▇▇▇ shall submit to the Corporation and
cause to be recorded Notice of Satisfaction of the secured debt evidenced by the
Mortgage Note, a copy of which is attached as Exhibit __ and incorporated
herein.
(b) Upon
closing, at its sole cost and expense, ▇▇▇▇▇ shall submit to the Corporation
evidence of the satisfaction of the unsecured debt in the amount of Two Hundred
Fifty Thousand Dollars ($250,000.00) evidenced by a Promissory Note dated _____
and attached as Exhibit ___ hereto and incorporated herein
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6.4
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▇▇▇▇▇▇’▇ Obligations
Upon Closing. Upon Closing, at its sole cost and
expense, ▇▇▇▇▇▇ shall submit to the Corporation and cause to be
recorded Notice of Satisfaction of the secured debt evidenced by the
Mortgage Note, a copy of which is attached as Exhibit __ and incorporated
herein.
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6.5
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Taxes. The
Corporation has paid all State and Local Property taxes to which the
Property is subject through the date of Closing. All taxes
which are either billed or accrue subsequent to the Closing Date shall be
the responsibility of the
Transferees.
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6.6
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Delivery of Real
Property. Upon completion of the Closing, the
Corporation will deliver to the Transferees possession of the Real
Property and Improvements thereon, subject to the Tenant Leases and
Permitted Exceptions.
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6.7
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Costs of Title Company
and Closing Costs. Costs of the title Company or Law
Firm and other closing costs incurred in connection with the Closing will
be allocated as follows:
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a.
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The
Corporation will pay (i) all premium and other costs for the Title Policy
and any endorsements, except the portion thereof payable by Transferees
pursuant to this Article 6, (ii) the costs associated with any
modifications, updates or recertification of the existing survey, (iii)
the Corporation’s attorney fees, (iv) one half (1/2) of the Title
Company’s closing fees, if any, (v) all recording fees, and (vi) the
documentary fee payable at the time of recording the
Deed.
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b.
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Any
other costs and expenses of Closing not specifically stated in (a) above
shall be split evenly by the Corporation and the
Transferees.
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ARTICLE
7. CONFIDENTIALITY
The
Corporation and Transferees each expressly acknowledge and agree that, unless
and until the Closing occurs, the transactions contemplated by this Agreement
and the terms, conditions, and negotiations concerning the same will be held in
the strictest confidence by each of them and will not be disclosed by any of
the, except to their respective legal counsel, accountants, consultants,
officers, investors, clients, partners, directors, and shareholders, and except
and only to the extent that such disclosure may be necessary for their
respective performances hereunder or as otherwise required by applicable
law.
ARTICLE
8. REMEDIES
8.1 Default by
Corporation. In the event the Closing of the transaction
contemplated herein does not occur as herein provided by reason of any default
of the Corporation, Transferees may, as Transferees’ sole and exclusive remedy
seek to enforce specific performance of the Agreement. Transferees
hereby waive all other remedies, including without limitation, consequential or
punitive damages. Notwithstanding the foregoing, nothing contained in
this Section 8.1 will
limit Transferees remedies at law, in equity, or as herein provided in the event
of a breach by the Corporation of any of the Closing Surviving obligations after
Closing or the Termination Surviving Obligations after termination.
8.2 Default by
Transferees.
In the
event the Closing of the transaction contemplated herein does not occur as
herein provided by reason of any default of the Transferees, the Corporation
may, as the Corporation’s sole and exclusive remedy seek to enforce
specific performance of the Agreement. The Corporation hereby waives
all other remedies, including without limitation, consequential or punitive
damages. Notwithstanding the foregoing, nothing contained in this
Section 8.2 will limit the Corporation’s remedies at law, in equity, or as
herein provided in the event of a breach by the Transferees of any of the
Closing Surviving obligations after Closing or the Termination Surviving
Obligations after termination.
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8.3
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Consequential and
Punitive Damages. Each of the Corporation and
Transferees waive any right to ▇▇▇ the other for any consequential or
punitive damages for matters arising under this Agreement. This
Section 8.3 shall survive Closing or termination of this
Agreement.
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ARTICLE
9. NOTICES.
All
notices or other communications required or permitted hereunder will be in
writing, and will be given by personal delivery, overnight delivery service with
proof of delivery, United States mail, postage prepaid, registered or certified
mail, return receipt requested or facsimile with confirmation of delivery , sent
to the intended addressee at the address set forth below, or to such other
address or to the attention of such other person as the addressee will have
designated by written notice sent in accordance herewith and will be deemed to
have been given either at the time of receipt by the addressee, except that
delivery shall be considered complete upon the second attempt to deliver by any
overnight delivery service or by the United States Postal
Service. The addresses for notices given pursuant to this Agreement
will be as follows:
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Corporation:
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▇▇▇▇▇
International, Inc.
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Attn: General
Counsel
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▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇
▇▇▇
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▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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Facsimile:
(▇▇▇)▇▇▇-▇▇▇▇
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▇▇▇▇▇▇
Family Limited Partnership:
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Attn: ▇▇▇▇
▇▇▇▇-▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, #▇▇▇▇
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▇▇▇▇▇▇
▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇.
▇▇▇▇▇:
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▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇:
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Attn: ▇▇▇▇▇▇
▇. ▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇
▇▇▇
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▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
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ARTICLE 10. ASSIGNMENT AND
No party to this Agreement shall have the right to assign this Agreement
without the prior written consent of the non-assigning
parties. Notwithstanding the foregoing, the Parties hereto may each
assign its rights under this Agreement to an Affiliate of such assigning party
without the consent of the non-assigning party, provided that any such
assignment does not relieve the assigning party of its obligations
hereunder. This Agreement will be binding upon and inure to the
benefit of the Corporation and Transferees and their respective
successors and permitted assigns, and no other party will be conferred any
rights by virtue of this Agreement or be entitled to enforce any of the
provisions hereof.
ARTICLE
11. MISCELLANEOUS
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11.1
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Waivers. No
waiver of any breach of any covenant or provisions contained herein will
be deemed a waiver of any preceding or succeeding breach thereof , or of
any other covenant or provision contained herein. No extension
of time for performance of any obligation or act will be deemed an
extension of the time for performance of any other obligation or
act.
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11.2
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Time of
Essence. The Parties hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term,
condition, obligation and provision
hereof.
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11.3
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Headings. Headings
at the beginning of each article and section are solely for the
convenience of the parties and are not a part of this
Agreement.
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11.4
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Counterparts. To
facilitate execution of this Agreement, this Agreement may be executed in
multiple counterparts, each of which, when assembled to include an
original or faxed signature for each party contemplated to sign this
Agreement, will constitute a complete and fully executed
Agreement. All such fully executed original or faxed
counterparts will collectively constitute a single
agreement.
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11.5
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Severability. If
any term or other provision of this Agreement is invalid, illegal, or
incapable of being enforced by any rule of law or public policy, all of
the other conditions and provisions of this Agreement will nevertheless
remain in full force and effect, so long as the economic or
legal substance of the transactions contemplated hereby is not affected on
any adverse manner to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto will negotiate in good faith to modify this
Agreement so as to reflect the original intent of the parties as closely
as possible in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the greatest extent
possible.
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11.6
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Entire
Agreement. This Agreement is the final expression of,
and contains the entire agreement between the parties with respect to the
subject matter hereof, and supersedes all prior understandings with
respect thereto. This Agreement may not be modified, changed,
supplemented or terminated, nor may any obligations hereunder be waived,
except by written instrument, signed all parties
hereto.
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11.7
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Governing
Law. This Agreement will be construed, performed and
enforced in accordance with the laws of the State of
Florida.
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11.8
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Further
Actions. The parties agree to execute such instructions
to the Title Company or Law Firm and such other instruments and to do such
further acts as may be reasonably necessary to carry out the provisions of
this Agreement.
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11.9
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Limitation on
Benefits. It is the explicit intention of the
Corporation and Transferees that no person or entity other than the
Corporation and Transferees and their permitted successors and assigns is
or shall be entitled to bring any action to enforce any provision of this
Agreement against any of the parties hereto, and the covenants,
undertakings, and agreements set forth in this Agreement shall under any
circumstances whatsoever be deemed or construed or be interpreted as
making any third party a beneficiary of any term or provision of this
Agreement or any instrument or document delivered pursuant hereto, and the
Corporation and Transferees expressly reject any such intent, construction
or interpretation of this
Agreement.
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▇▇▇▇▇
INTERNATIONAL, INC.
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Signature
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By:
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▇▇▇▇▇ ▇▇▇▇▇▇▇, Corporate
Secretary
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Printed
Name and Title
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Date:
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August 6,
2009
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▇▇ ▇▇▇▇
▇▇▇▇▇▇, LLC
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/s/
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Signature
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By:
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▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
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Printed
Name and Title
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Date:
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6/19/2009
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▇▇▇▇▇▇
FAMILY TRUST LIMITED PARTNERSHIP
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/s/
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Signature
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By:
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▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
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Printed
Name and Title
|
|
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Date:
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6/19/2009
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|
▇▇▇▇▇▇
▇. ▇▇▇▇▇
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Signature
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By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Printed
Name and Title
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Date:
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06/24/2009
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