STOCK SALE AND PURCHASE AGREEMENT
THIS
STOCK SALE AND PURCHASE AGREEMENT is made as of October 11,2006 by and among
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, LLC, a New York limited liability company (collectively
"Sellers"), KFT, Inc., a New York Corporation with its principal corporate
offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("KFT"), Power
Personnel LLC, a Delaware limited liability company, and Resolve Staffing,
Inc.
("Buyer") a Nevada corporation with its principal corporate offices located
at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
BACKGROUND
▇▇
▇▇▇▇▇,
LLC owns all of the issued and outstanding shares of KFT. ▇▇▇▇ ▇▇▇▇▇▇ is the
sole owner and manager of Power Personnel LLC, a Delaware limited liability
company. KFT is engaged in the temporary employee services business in western,
upstate New York and does business by using the name of "Power Personnel."
Power
Personnel LLC owns no assets other than its name, which the parties believe
is
valuable, conducts no business and is not qualified as a foreign entity in
New
York because it does not conduct any business. Power Personnel LLC was formed
for the sole purpose of holding the name "Power Personnel," so the goodwill
of
the business of KFT is attributable to Power Personnel LLC's ownership of the
name "Power Personnel."
Sellers
wish to sell to Buyer, and Buyer wishes to purchase from Sellers, on the terms
and conditions set forth in this Agreement, all of the goodwill arising from
and
related to the name Power Personnel and all of the issued and outstanding shares
of stock of KFT. Buyer is engaged in the temporary employment business in
various areas throughout the entire United States and is seeking to expand
its
operations and to utilize its resources to enable the business it acquires
to be
even more competitive and profitable than those businesses were while conducted
on a smaller scale, but to continue and to maximize the possibility of
increasing the KFT /Power Personnel business, Buyer wishes to maintain the
business structure, operations and personnel of KFT and Power Personnel with
as
little disturbance as possible while at the same time utilizing its ability
to
acquire insurance and provide administrative and processing services to the
maximum. In light of the foregoing, this Agreement and related agreements
constitute a unified whole of the understandings among the parties hereto.
In
consideration of the foregoing and the promises set forth herein, the parties
agree as follows:
1.
Sale
and Purchase; Purchase Price; Delivery.
1.1
Sale
and Purchase. (a)
▇▇
▇▇▇▇▇, LLC hereby sells, and Buyer purchases, all of the issued and outstanding
KFT stock for $3,542,000 ("Stock Purchase Price").
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(b)
▇▇▇▇
▇▇▇▇▇▇ will sell and Buyer will purchase and acquire all of the goodwill related
to the name "Power Personnel" by purchasing ▇▇▇▇ ▇▇▇▇▇▇' ownership interest
in
Power Personnel LLC and the right to use the name "Power Personnel" in
conjunction with the conduct of the business of KFT for $1 (the "Goodwill
Purchase Price").
1.2
Payment
of Purchase Price; Security. (a)
At
Closing Buyer will pay ▇▇ ▇▇▇▇▇, LLC the Stock Purchase Price by paying $675,000
of the Stock Purchase Price in immediately available funds and the remaining
$2,867,000 of the Stock Purchase Price by delivering to ▇▇ ▇▇▇▇▇, LLC an
executed note in the form attached hereto as Exhibit 1.2(A). Buyer will pay
▇▇▇▇
▇▇▇▇▇▇ the Goodwill Purchase Price by delivering to ▇▇▇▇ ▇▇▇▇▇▇ $1 in
immediately available funds. As security for the payment of the amounts
represented by the Exhibit 1.2(A) note, Buyer will execute and deliver to
Sellers an agreement in the form attached hereto as Exhibit 1.2(B).
(b)
Buyer
also will pay Seller fifty percent of the Pre-Tax Profit in excess of $1,107,000
earned during each of the second and third years immediately following the
date
of this Agreement. Buyer will pay this amount within sixty (60) days after
the
end of the applicable year immediately following the date of this Agreement.
For
purposes of this Agreement, Pre-Tax Profit means the profit of the business
after the costs of services sold, costs controllable by the division manager
of
the business, recurring costs and the allocation of corporate expenses in the
same manner and basis as it is for all other business units of the Buyer. The
allocated costs are not to exceed the actual costs of the business before
allocation and will be applied under customary GAAP (Generally Acceptable
Accounting Principles). Costs will include but not be limited to; contingent
staff wage, both W2 and 1099 and statutory costs, workers compensation costs,
and other costs of service directly related to the amount of contingent wages
paid; the costs of marketing to clients and staffers for the development and
fulfillment of the services provided by the business; the occupancy costs of
the
business including rent and utilities, the staff employees and their associated
statutory and benefit costs; the cost of the insurances used by the business,
the costs of supplies, telephone, postage and office equipment and any other
consumables used in the day to day operations of the business, the cost of
operating and financing leases for equipment and services used in the business,
the cost of the bad debt of the business and theft and fraud, the cost of back
office support and interest expense. The calculation of the Pre-Tax profit
ofthe
business will conform to GAAP and SEC requirements and is subject to audit.
(c)
Buyer
will have the right to the audit of Seller's Pre-Tax Profit calculation to
Buyer's reasonable satisfaction.
1.3
Delivery
of Assignments Separate from Stock Certificate(s), etc. At
Closing ▇▇ ▇▇▇▇▇, LLC will deliver to Buyer an assignment separate from
certificate for the stock certificate(s) that represent all of its ownership
in
KFT, and ▇▇▇▇ ▇▇▇▇▇▇ will deliver to Buyer all of his ownership interest in
Power Personnel LLC.
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2.
Representations
and Warranties.
2.1
▇▇
▇▇▇▇▇, LLC.
As a
material inducement to Buyer to enter into and consummate this Agreement, ▇▇
▇▇▇▇▇, LLC hereby represents and warrants to Buyer (which representations and
warranties will survive the Closing, and Buyer may rely on each of these
representations and warranties, regardless of what investigation Buyer has
made)
that:
2.1.1
Organization;
Qualification; Stock.
KFT is a
corporation duly organized and validly existing and in good standing under
the
laws of New York, has the authority and power to own its property and to carry
on its business as currently conducted, and has qualified in every state where
KFT's operations would require qualification as a foreign corporation. ▇▇ ▇▇▇▇▇,
LLC owns 100 shares of KFT, which 100 shares represent one hundred (100%) of
the
issued and outstanding shares of KFT. Except for Keltic Financial Partners,
LP,
a Delaware limited partnership with a place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Keltic"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
an
individual, both of whom have a pledge of the KFT stock to secure obligations
of
▇▇ ▇▇▇▇▇, LLC and KFT to them, no person has any right whatsoever to acquire,
or
to require Seller to issue or sell, any shares of stock or any other ownership
interest in KFT except as disclosed on Exhibit 2.1.1 attached hereto. (need
to
add Citzens bank note)
2.1.2
Authority.
▇▇
▇▇▇▇▇, LLC has authority to execute, deliver and perform this Agreement. Except
as set forth in Schedule 2.1.2, ▇▇ ▇▇▇▇▇, LLC's execution, delivery and
performance of this Agreement do not (i) conflict with or breach any provision
of KFT's charter documents; (ii) require any consent of any other person,
including any governmental or regulatory authority; or (iii) constitute a breach
or a default under any agreement or obligation of any kind by which ▇▇ ▇▇▇▇▇,
LLC or KFT may be bound.
2.1.3
Financial
Statements and Obligations.
The
financial statements of KFT as of December 31, 2005 and for the year to date
as
of September 30, 2006 are attached as Exhibit 2.1.3 hereto. Those financial
statements: (i) have been prepared in accordance with standards established
by
the American Institute of Certified Public Accountants, consistently applied,
(ii) are true and correct, and (iii) are an accurate presentation of the
financial position and results of operations of KFT's financial condition.
Every
liability of KFT, whether absolute or contingent, and whether accrued or
unaccrued, and whether for taxes or other obligations, is set forth or reflected
on the Exhibit 2.1.3 financial statements, and KFT has no other liabilities.
Except as shown on KFT' s September 30, 2006 balance sheet and other than
amounts owed to utilities or suppliers on account of KFT's purchases of supplies
or services in the ordinary course of business, KFT is not liable to any person
for any reason whatsoever as of the close of business on September 30, 2006
and
will not be liable for any such obligation as of the date of the execution
of
this Agreement. Since September 30, 2006 KFT has not paid, and after September
30, 2006 until Seller's resignation from any office held in or with KFT, KFT
will not pay any payable other than those necessary to enable KFT to continue
to
operate.
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2.1.4
Ownership
of Assets; Clear Title; Condition of Assets. All
the
assets used by KFT in the conduct of its business, including any contract
rights, are listed on Exhibit 2.1.4(a) hereto and are owned by KFT free and
clear of any security interest, encumbrance, lien or claim, whether contingent
or fixed, known or unknown, except as set forth on Exhibit 2.1.4(a). The assets
and the premises where KFT's business is conducted all are in good condition
and
free from any defect or deficiency. KFT is current in the full performance
of
all its material obligations under all contracts and/or other understandings,
written or oral, KFT has with any person, including without limitation the
landlords of the premises where the business of KFT is conducted. A true copy
of
the Lease for the premises where KFT conducts its business is attached as
Exhibit 2.1.4(b) hereto.
2.1.5
Compliance
With Laws.
Except
as may be disclosed anywhere in this Agreement or on Exhibit 2.1.5 or any other
Exhibit or a Schedule to this Agreement, KFT and its operations currently are
in
material compliance, and have materially complied at all times prior hereto,
with all laws, ordinances and regulations applicable to KFT or its operations.
All qualifications, approvals, permits and licenses required for KFT to conduct
its operations have been obtained, are in full force and effect, and are being
complied with in all respects.
2.1.6
Taxes.
KFT has
filed through August 31, 2006 all notices, reports and returns of Taxes required
to be flled. IC
▇▇▇▇▇,
LLC will cooperate with KFT to assist KFT to file subsequent tax returns and
to
pay all Taxes and such other charges due for each time period through closing
of
the sales and purchases contemplated by this Agreement. For its operations
to
date and for all operations between now and closing, KFT has accrued amounts
sufficient to pay all taxes that are or will be due on account of its operations
to date. "Taxes" means all taxes, charges, fees, levies or other assessments,
including income, property, sales, gross receipts, employment, withholding
and
franchise taxes imposed by all governments.
2.1.7
Creditors.
A list
of all creditors of KFT and the amounts owed to each is set forth in Exhibit
2.1.7 hereto. No other person has any claim against KFT.
2.1.8
Insurance Coverage.
Exhibit
2.1.8 lists all insurance policies that have covered KFT's operations or its
assets at any time since August I, 2003, and KFT will provide Buyer with copies
of those insurance policies on request.
2.1.9
Contracts.
All
contracts to which KFT is a party or by which KFT is obligated or bound are
listed on Exhibit 2.1.9 attached hereto. Seller will provide Buyer with copies
of all such contracts by not later than August 31, 2006.
2.1.10
Due
Diligence.
▇▇
▇▇▇▇▇, LLC will provide to Buyer all information Buyer requests relating to
the
business ofKFT, including, without limiting
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the
generality of the foregoing, all books and records, operational, financial
and
accounting.
2.1.11
Workers
Compensation Insurance.
▇▇
▇▇▇▇▇, LLC will cause KFT's workers compensation insurance to be maintained
through Closing, and neither ▇▇ ▇▇▇▇▇, LLC nor KFT will do anything that might
tend to cause KFT's workers compensation insurance to be terminated after
Closing.
2.1.12
Resignation.
▇▇▇▇
▇▇▇▇▇▇ will resign as an officer and director of KFT at Closing.
2.2
▇▇▇▇
▇▇▇▇▇▇.
As a
material inducement to Buyer to enter into and consummate this Agreement, ▇▇▇▇
▇▇▇▇▇▇ hereby represents and warrants to Buyer (which representations and
warranties will survive the Closing, and Buyer may rely on each of these
representations and warranties, regardless of what investigation Buyer has
made)
that:
2.2.1
Organization;
Qualification; Ownership.
Power
Personnel LLC is a limited liability company duly organized and validly existing
and in good standing under the laws of Delaware, has the authority and power
to
own property and to carry on business, and has qualified in every state where
any Power Personnel LLC operations would require qualification as a foreign
entity. ▇▇▇▇ ▇▇▇▇▇▇ is the sole owner of Power Personnel LLC, and, except as
set
forth on Exhibit 2.1.1 and for Keltic and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, no person has
any
right whatsoever to acquire, or to require ▇▇▇▇ ▇▇▇▇▇▇ to issue or sell, any
ownership interest in Power Personnel LLC. (Citizens?)
2.2.2
Authority.
▇▇▇▇
▇▇▇▇▇▇ has authority to execute, deliver and perform this Agreement. Except
as
set forth in Schedule 2.2.2, ▇▇▇▇ ▇▇▇▇▇▇' execution, delivery and performance
of
this Agreement do not (i) conflict with or breach any provision of Power
Personnel LLC's charter documents; (ii) require any consent of any other person,
including any governmental or regulatory authority; or (iii) constitute a breach
or a default under any agreement or obligation of any kind by which ▇▇▇▇ ▇▇▇▇▇▇
or Power Personnel LLC may be bound.
2.2.3
Financial
Statements and Obligations. Because
Power Personnel is not conducting business and has no assets other than its
name
and the goodwill associated with its name, no financial statements have ever
been prepared for Power Personnel. Power Personnel LLC has no liabilities.
2.2.4
Compliance
With Laws.
Except
as may be disclosed anywhere in this Agreement or on an Exhibit or a Schedule
to
this Agreement, Power Personnel LLC is in compliance and has complied at all
times prior hereto with all laws, ordinances and regulations applicable to
Power
Personnel LLC.
2.2.5
Taxes.
Power
Personnel LLC has filed through August 31, 2006 all notices, reports and returns
of Taxes required to be filed. "Taxes" means all
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taxes,
charges, fees, levies or other assessments, including income, property, sales,
gross receipts, employment, withholding and franchise taxes imposed by all
governments.
2.2.6
Due
Diligence.
▇▇▇▇
▇▇▇▇▇▇ will provide to Buyer all information Buyer requests relating to Power
Personnel LLC.
2.2.7
Resignation.
▇▇▇▇
▇▇▇▇▇▇ will resign as a member and as manager of Power Personnel LLC at Closing.
2.3
Buyer.
As
a
material inducement to ▇▇ ▇▇▇▇▇, LLC and to ▇▇▇▇ ▇▇▇▇▇▇ to enter into and
consummate this Agreement, Buyer hereby represents and warrants to ▇▇ ▇▇▇▇▇,
LLC
and to ▇▇▇▇ ▇▇▇▇▇▇ (which representations and warranties will survive the
Closing, and ▇▇ ▇▇▇▇▇, LLC and ▇▇▇▇ ▇▇▇▇▇▇ may rely on each of these
representations and warranties, regardless of what investigation ▇▇ ▇▇▇▇▇,
LLC
and ▇▇▇▇ ▇▇▇▇▇▇ has made) that:
2.3.1
Organization;
Qualification; Ownership.
Buyer is
a corporation duly organized and validly existing and in good standing under
the
laws of Nevada, has the authority and power to own property and to carry on
business, and has qualified in every state where its operations would require
qualification as a foreign entity.
2.3.2
Authority.
Buyer
has all necessary authority to execute, deliver and perform this Agreement,
and
all corporate action necessary and appropriate to authorize the execution of
this Agreement and related undertakings and agreements on behalf of Buyer has
been duly and properly taken. Buyer's execution, delivery and performance of
this Agreement do not (i) conflict with or breach any provision of Buyer's
charter documents; (ii) require any consent of any other person, including
any
governmental or regulatory authority; or (iii) constitute a breach or a default
under any agreement or obligation of any kind by which Buyer may be bound.
2.3.3
Compliance
With Laws.
Except
as may be disclosed anywhere in this Agreement or on an Exhibit to this
Agreement, Buyer is in compliance and has complied at all times prior hereto
with all laws, ordinances and regulations applicable to Buyer.
3.
Additional
Agreements.
3.1
Covenants
Not To Compete.
From the
date of this Agreement until September 30, 2011, neither ▇▇▇▇ ▇▇▇▇▇▇ nor any
business in which ▇▇▇▇ ▇▇▇▇▇▇ has any interest, whether as an owner, employee,
advisor or consultant (collectively "Affiliate") will engage, directly or
indirectly or by assisting any other person, in any activity that competes
with
the business of RSI within a radius of25 miles of any prior KFT office. This
covenant is not exclusive of any other covenant ▇▇▇▇ ▇▇▇▇▇▇ may give Buyer
or
KFT.
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3.2
No
Employment Of or Offer To or Hire Any Current or Former KFT
Employee.
Until
September 30, 2011, neither ▇▇▇▇ ▇▇▇▇▇▇ nor any Affiliate of ▇▇▇▇ ▇▇▇▇▇▇ will
offer to employ any person who is an employee of KFT or any KFT successor in
interest at the time of the offer of employment. Until September 30, 2011,
neither ▇▇▇▇ ▇▇▇▇▇▇ nor any Affiliate will employ any person who was employed
by
KFT or any KFT successor in interest within the twelve (12) months immediately
prior to that person becoming employed by any such person.
3.3
Confidentiality.
Prior
to
and after Closing neither ▇▇▇▇ ▇▇▇▇▇▇ nor any Affiliate will use or disclose
any
information unique to KFT's offices or business. For purposes of this section
3.3, all information relating to KFT's offices or business will be considered
unique unless such information was generally in the public domain through no
action of ▇▇▇▇ ▇▇▇▇▇▇ or any Affiliate prior to that information being in the
public domain.
3.4
Further Assurances.
If and
when requested by Buyer at any time before or after the Closing, ▇▇ ▇▇▇▇▇,
LLC
and ▇▇▇▇ ▇▇▇▇▇▇ will (i) execute and deliver such further instruments of
assignment, transfer, conveyance, direction or authorization as Buyer may
request to consummate the transactions contemplated by this Agreement, and
(ii)
cooperate fully and furnish any information requested by Buyer in connection
with any dispute, claim or investigation involving events occurring prior to
Closing.
3.5
Payment
to and Release from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
▇▇
▇▇▇▇▇, LLC will utilize part or all of the down payment of the Stock Purchase
Price to pay all obligations of ▇▇ ▇▇▇▇▇, LLC to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and will
arrange to receive from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ for the benefit of Buyer a release
of
every security interest ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ has in any assets, stock or ownership
interest of ▇▇ ▇▇▇▇▇, LLC or Power Personnel LLC.
3.6
Continuing
Existence. Until
the
Notes representing the Purchase Price have been paid in full, Buyer will cause
the separate existence of KFT and Power Personnel LLC to continue and both
of
those two companies to maintain their good standing in their states of
organization.
3.7
Keltic
& Citizens
Bank Obligations.
As soon
as practicable after Closing, Buyer will cause ▇▇ ▇▇▇▇▇, LLC and ▇▇▇▇ ▇▇▇▇▇▇
to
be removed from any personal obligation to Keltic and Citizens Bank, and Buyer
will indemnify ▇▇ ▇▇▇▇▇, LLC and ▇▇▇▇ ▇▇▇▇▇▇ from and against any claim of
Keltic and/or Citizens Bank on account of KFT's borrowing relationships with
Keltic and Citizens Bank.
3.8
Indemnification.
3.8.1
▇▇
▇▇▇▇▇, LLC.
▇▇ ▇▇▇▇▇,
LLC will indemnify and hold Buyer harmless from and against any claim, demand,
liability, obligation, loss, damage or expense (including reasonable attorneys'
fees) up to the Stock Purchase Price
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(collectively,
"Losses") incurred by Buyer as a result of or involving any breach of warranty
or any inaccuracy in any respect of any representation or warranty of ▇▇ ▇▇▇▇▇,
LLC contained in this Agreement or any breach of or failure by ▇▇ ▇▇▇▇▇ to
perform any covenant or agreement herein. In addition to any other rights,
Buyer
and KFT will have the right of set-off against payment of any amount otherwise
due ▇▇ ▇▇▇▇▇, LLC pursuant to this Agreement under this indemnification
provision.
3.8.2
▇▇▇▇
▇▇▇▇▇▇.
▇▇▇▇
▇▇▇▇▇▇ will indemnify and hold Buyer harmless from and against Losses incurred
by Buyer as a result of or involving any breach of warranty or any inaccuracy
in
any respect of any representation or warranty of ▇▇▇▇ ▇▇▇▇▇▇ contained in this
Agreement or any breach of or failure by ▇▇▇▇ ▇▇▇▇▇▇ to perform any covenant
or
agreement herein. In addition to any other rights, Buyer and Power Personnel
LLC
will have the right of set-off against payment of any amount otherwise due
▇▇▇▇
▇▇▇▇▇▇ pursuant to this Agreement under this indemnification provision.
3.8.3
Buyer.
Buyer
will indemnify and hold ▇▇ ▇▇▇▇▇, LLC and ▇▇▇▇ ▇▇▇▇▇▇ harmless from and against
Losses incurred by ▇▇▇▇ ▇▇▇▇▇▇ as a result of or involving any breach of
warranty or any inaccuracy in any respect of any representation or warranty
of
Buyer contained in this Agreement or any breach of or failure by Buyer to
perform any covenant or agreement herein. Without limiting the generality of
the
foregoing, Buyer will indemnify ▇▇▇▇ ▇▇▇▇▇▇ from and against any liability
on
account of any personal guaranty ▇▇▇▇ ▇▇▇▇▇▇ may have given to any person to
secure any obligation of ▇▇ ▇▇▇▇▇, LLC or KFT to the person, provided that
that
obligation is included in the disclosures given pursuant to the provisions
of
this Agreement.
4.
Failure
to Pay and/or Disputes.
If Buyer
fails to pay any installment of any amount due pursuant to this Agreement within
ten (10) calendar days of written notice of due, then the entire remaining
amount due will be immediately due and payable, and ▇▇ ▇▇▇▇▇, LLC will be
entitled to money damages and/or to a return of all of the shares of KFT and
to
immediately vote all of the shares of KFT, and ▇▇▇▇ ▇▇▇▇▇▇ will be entitled
to a
return of all of the ownership of Power Personnel LLC. Notwithstanding the
provisions of the previous sentence, if Buyer disputes its obligation to pay
▇▇
▇▇▇▇▇, LLC and Buyer deposits each payment that is due pursuant to this
Agreement and/or any related agreement or note into the irrevocable escrow
account that contains only amounts contemplated by this Agreement and/or any
related agreement, which Irrevocable Escrow Agreement is attached hereto as
Exhibit 4, then the parties will resolve their dispute by arbitration to be
held
in Buffalo, New York in accordance with the arbitration rules of the American
Arbitration Association. Arbitration shall be conducted by a single arbitrator
(the "Arbiter") chosen and acting in accordance with the Rules of the American
Arbitration Association respecting commercial disputes ("AAA"). Unless the
parties to the arbitration shall agree otherwise, the arbitration proceeding
shall take place in Buffalo, New York. The Arbiter shall render written findings
of fact and conclusions of law. There shall be no substantive motions or
discovery, except the Arbiter shall authorize such discovery as may be necessary
to insure a fair private
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hearing,
which shall be held within One Hundred Twenty (120) days of the demand for
arbitration. The decision of the Arbiter shall be enforceable in any court
of
competent jurisdiction. Service of the Petition to Confirm Arbitration and
the
written notice of the time and place of hearing on the Petition to Confirm
the
award of the Arbitrator shall be made in the manner provided in this Agreement
with respect to all notices
5.
Closing.
The
Closing of the sale and purchase contemplated by this Agreement will occur
as
soon as possible after the execution of this Agreement. At the Closing Buyer
will pay the Purchase Price, and Seller will deliver to Buyer assigmnents
separate from stock certificates for all of the issued and outstanding shares
of
KFT.
6.
Miscellaneous.
6.1
Benefit.
This
Agreement and all of the rights and obligations hereunder are binding upon
and
will inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.
6.2
Entire Agreement.
This
Agreement sets forth the entire understandings of the parties concerning the
subject matter hereof, integrates all prior understandings, and may not be
altered, amended or modified in any manner except by a written agreement of
the
parties. Any waiver of any provision or condition herein will not be effective
unless in writing executed by the party or parties making that waiver.
6.3
Severability.
If any
provision of this Agreement is declared ineffective or impermissible by a court
of competent jurisdiction, it will be enforced to the maximum extent permitted
by law, and that determination will not affect any other provision hereof except
if the severance of one provision would render another provision of this
Agreement ineffective or unenforceable, the parties will work to replace that
provision with another or other provision(s) that have the same substantive
effect. The remainder of this Agreement, without regard to the ineffective
or
impermissible provision, will continue in full force and effect as though that
provision had not been contained herein.
6.4.
Injunctive
Relief.
The
parties acknowledge that their obligations set forth in this Agreement are
distinctive and that money damages likely will be insufficient to compensate
an
aggrieved party for any breach of any affirmative obligation set forth herein.
Consequently all parties agrees that injunctive relief will be an appropriate
(but not an exclusive) remedy if any party fails to perform each obligation
undertaken as set forth herein or in any related agreement.
6.5
Costs.
In any
dispute between the parties relating to the subject matter of this Agreement,
the prevailing party will be entitled to reimbursement for his costs and
expenses, including attorney fees, incurred in connection with the dispute.
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6.6
Choice
of Law; Venue. Any
dispute arising out of this Agreement or any related agreement will be resolved
in accordance with arbitration conducted in accordance with the rules of the
American Arbitration Association in Buffalo, New York utilizing New York law
without regard to conflict of law principles.
6.7
Survival.
The
representations and warranties and the obligations and rights of the parties
set
forth in this Agreement will survive the Closing for three (3) years and then
expire.
6.8
Notice.
Notice
for purposes of this agreement, will be in writing and will be by return receipt
certified mail, and considered given when the return receipt is received. The
addresses to be used for Notice are the addresses used in the preamble of this
agreement and can only be changed by return receipt certified mail and
considered changed when the return receipt is received.
IN
WITNESS WHEREOF, the parties have executed this Stock Sale and Purchase
Agreement as of the date first written above.
▇▇
▇▇▇▇▇,
LLC
|
By
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇, Sole Member
|
▇▇▇▇
▇▇▇▇▇▇
|
|
KFT,
INC.
|
POWER
PERSONNEL LLC
|
|
By
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
By
/s/
▇▇▇▇ ▇▇▇▇▇▇
|
|
▇▇▇▇
▇▇▇▇▇▇, President
|
▇▇▇▇
▇▇▇▇▇▇, Sole Member
|
RESOLVE
STAFFING, INC.
By
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, Executive Vice President and Chief Operating Officer
Page
10
of 10