AGREEMENT OF PURCHASE AND SALE OF ASSETS
This AGREEMENT OF PURCHASE AND SALE OF ASSETS is entered into on the ____
day of November, 1999, by and between ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(collectively referred to as the "Seller"), doing business in Louisville and
Lexington, Kentucky, under the names Kentuckiana's Best Cleaning Co., with an
address of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and Kentucky's Best
Cleaning Co., with an address of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Venturi Technologies, Inc., a Nevada corporation, having its
principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("Purchaser").
WHEREAS, Seller owns and operates a carpet and furniture cleaning business
under the names "Kentuckiana's Best Cleaning Co." located in the Louisville area
of Kentucky and "Kentucky's Best Cleaning Co." located in the Lexington area of
Kentucky (the "Business");
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to
sell to Purchaser all of the Seller's Assets used in, and connected with, the
Business in exchange for cash, a promissory note and 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 assign, transfer, convey and
deliver to the Purchaser all of its right, title and interest in and to the
rights, properties, assets, claims, contracts and businesses of every kind,
character and description, whether tangible or intangible, whether real,
personal or mixed, whether accrued, contingent or otherwise, and wherever
located (each of which is referred to as an "Asset") relating to or comprising
the Business; including, without limitation, all real property, buildings,
equipment and machinery; goodwill and all unfilled customer orders or service
requests; all inventories, accounts receivable, cash on hand and ▇▇▇▇▇ cash,
notes receivable, advances, deposits and other receivables; all leaseholds,
fixtures and leasehold improvements; all supplies, vehicles, furniture, office
furnishings and fixtures; all claims, rights and benefits under contracts,
purchase orders or otherwise; all coverage under Seller's existing insurance
policies; all trade names and service marks and registrations and applications
therefor, trademarks, trademark applications and registrations, copyright
applications and registrations, patents and patent applications and
registrations; all trade secrets, know-how, licenses, processes, formulae,
royalties, customer lists and files, inventions, discoveries, improvements,
proprietary or technical information, computer hardware and software, data,
plans, specifications, drawings and the like; all memberships; all financial,
inventory, marketing, personnel, and other books and records, product literature
and advertising; governmental permits, approvals and authorizations; all
business records and plans; all licenses, assignments, secrecy and royalty
agreements relating to any proprietary rights or trade secrets; and
(i) all of the Assets reflected on the balance sheet of the Business as of
the Closing Date;
(ii) Assets of a nature not normally reflected on a balance sheet in
accordance with generally accepted accounting principles which are used
primarily in or are primarily related to the Business; and
The Assets described above are referred to collectively as the "Seller's
Assets."
2. PAYMENT FOR SELLER'S ASSETS.
2.1 The total payment for the Seller's Assets shall be as follows:
2.1.1 CASH AND PROMISSORY NOTE. At the Closing, Purchaser will pay or
deliver to Seller the following as partial consideration for the Seller's
Assets:
(a) Two Hundred Thousand Dollars ($200,000.00) cash at closing;
(b) A promissory note duly executed by Purchaser in the principal
amount of One Hundred Thousand Dollars ($100,000.00), with no
stated interest, the entire principal of which shall be due and
payable six (6) months after the Closing Date.
2.1.2 VENTURI STOCK. As additional consideration for the Seller's
Assets, Purchaser shall issue to Seller One Hundred Sixty Thousand Four Hundred
Thirty Six (160,436) shares of Purchaser's authorized but unissued $0.001 par
value common stock (the "Venturi Shares").
(a) RESTRICTION ON RESALE. Except as provided below, Sellers 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-third
(23rd) 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 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.
(b) RESTRICTED STOCK. The Venturi Shares have not been registered
with the Securities and Exchange Commission, nor have the Venturi
Shares been qualified under the securities laws of any state. The
Seller acknowledges that the Venturi 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 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.
(c) SELLER'S REPRESENTATIONS. 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 acquiring 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 only a limited public market exists, and that a more
general public market may never exist, for the Shares and that
the Purchaser is under no obligation to provide a market for the
Shares.
(d) 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.
2.1.3 LIABILITIES UNDERTAKING. At the Closing Purchaser shall sign a
Liabilities Undertaking in the form of the attached Exhibit "A," pursuant to
which Purchaser agrees to pay or discharge the obligations set forth therein.
2.1.4 EMPLOYMENT OF PRINCIPAL. As partial consideration for Seller's
Assets, at the Closing the Purchaser shall enter into an Employment Agreement
with ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in a form acceptable to the Seller and the Purchaser.
3. CLOSING. The purchase and sale of the Seller's Assets (the "Closing")
provided for in this Agreement will take place at the offices of Venturi at ▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. (local time) on
________________, 1999, or such other place, time and date agreed to by the
Parties.
4. SELLER'S OBLIGATIONS AT CLOSING; FURTHER ASSURANCES.
4.1 At the Closing, Seller shall deliver to Purchaser:
4.1.1 a ▇▇▇▇ of Sale and Assignment signed by Seller in the form
attached as Exhibit "B";
4.1.2 any other instruments of assignment and transfer necessary to
vest in Purchaser good and marketable title to Seller's Assets;
4.1.3 all contracts and records relating to Seller's Assets; and
4.1.4 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 pre-closing operations.
4.3 Purchaser shall have the right to collect any receivables that may be
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.
5. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller represents and warrant
to Purchaser as follows:
5.1 ORGANIZATION, STANDING AND QUALIFICATION. Seller is a proprietorship
validly existing and in good standing under the laws of the State of Kentucky,
and doing business in the Louisville and Lexington areas of Kentucky under the
name Kentuckiana's Best Cleaning Co. and Kentucky's Best Cleaning Co.,
respectively. Seller has all requisite power and authority and is entitled to
carry on its business as now being conducted and to own, lease or operate its
properties as and in the places where such business is now conducted.
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 unaudited profit and loss statement for the period April 2, 1999
through July 24, 1999.
Such profit and loss statement does 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 profit and loss statement includes all
adjustments, which consist only of normal recurring accruals, necessary for such
fair presentation.
5.4 ABSENCE OF UNDISCLOSED LIABILITIES. Except as reflected on Schedule 5.4
or on the Financial Statements, as of the Financial Statement 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 Financial Statement Date or any other debts or obligations
relating to any act, omission or other condition which occurred or existed on or
before the Financial Statement 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. Between the Financial Statement Date and
the Closing 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 may be set forth on 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. To the best of Seller's
knowledge 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 schedules attached to this Agreement, or (ii)
insubstantial imperfections of title which have arisen in the ordinary course of
business. To the best of Seller's knowledge, except as set forth in the
schedules attached to this Agreement, 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. To the best of Seller's knowledge: (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
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 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.
5.11.3 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.
5.11.4 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.
5.11.5 All contracts or agreements relating to the Assets to which
Seller are a party.
5.11.6 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.
To the best of Seller's knowledge, 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. 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 to 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 are collectible within 90
days after each receivable arose, without offset or resort to litigation.
5.14 RECORDS. The accounting books of Seller are complete and correct, and
to the best of Seller's knowledge, no transactions which are required to be
recorded therein have been omitted.
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.
5.17 NO CONFLICT. To the best of Seller's knowledge, 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:
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 signing 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 offering services 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.
9. EMPLOYMENT MATTERS.
9.1 Purchaser shall offer employment to those current employees of Seller
that are listed on Schedule 5.11.6 attached hereto, at the compensation listed
on Schedule 5.11.6.
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 shall indemnify
Purchaser against any liability or expense, including attorneys' fees, incurred
by Purchaser by reason of the failure of Seller to pay such claims.
11. CONDITIONS PRECEDENT 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:
11.1 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.
11.2 All duties required by this Agreement to be performed by Seller at or
before the Closing shall be performed.
11.3 Since the date of this Agreement there shall be no material adverse
change in the condition of Seller's Assets or its business.
11.4 All documents required to be delivered to Purchaser at or prior to the
Closing shall be delivered.
12. 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:
12.1 All representations of Purchaser contained in this Agreement or the
related documents shall be correct when made and as of the Closing.
12.2 All duties required by this Agreement to be performed by Purchaser at
or before the Closing shall be performed.
13. INDEMNIFICATION.
13.1 Seller indemnifies and agrees to hold Purchaser harmless from:
13.1.1 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;
13.1.2 any loss suffered by Purchaser in connection with any of
Seller's liabilities which are not assumed by Purchaser under the
Liabilities Undertaking;
13.1.3 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, except to the extent reflected on the schedules attached to
this Agreement;
13.1.4 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 schedules
attached to this Agreement or incurred 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
13.1.5 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.
13.2 Purchaser hereby agrees to indemnify and hold Seller harmless from:
13.2.1 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;
13.2.2 any liabilities or debts of Seller assumed by Purchaser under
this Agreement or the Liabilities Undertaking; and
13.2.3 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.
14. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties contained in this Agreement shall survive the
Closing.
15. 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.
16. ARBITRATION.
16.1 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 finally 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 16.2. All defenses and 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.
16.2 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) may award recovery of all costs and fees
(including attorneys' fees, administrative fees, arbitrators' fees, and court
costs) to the prevailing party. 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.
16.3 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.
16.4 The Parties acknowledge that they have read and understand the
following disclosures:
ARBITRATION IS 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.
17. 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 to the extent awarded
by arbitration.
18. MISCELLANEOUS.
18.1 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.
18.2 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.
18.3 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.
18.4 The paragraph headings are for the purposes of convenience only and
are not intended to define or limit the contents of the paragraphs.
18.5 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.
18.6 This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed one original.
18.7 This Agreement and any amendments shall be governed by and construed
in accordance with law of the State of Utah.
18.8 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.
18.9 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.
18.10 Either party shall have fifteen (15) days from receipt of a written
notice to cure any default hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as
of the date first written above.
SELLER:
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇
dba Kentuckiana's Best Cleaning Co. and Kentucky's
Best Cleaning Company
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
dba Kentuckiana's Best Cleaning Co. and Kentucky's
Best Cleaning Co.
PURCHASER:
VENTURI TECHNOLOGIES, INC.,
a Nevada corporation
By:
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Its:
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EXHIBIT "B"
▇▇▇▇ OF SALE
Schedule 5.4
Liabilities
1. Two office leases for Seller's principal places of business in Louisville
and Lexington.
2. Purchaser shall pay to Seller, within 30 days after the Closing, the amount
that Seller prepaid to Advo for advertising prior to the Closing for
advertising that did not occur until after the Closing.
3. All utility deposits paid by Seller shall be returned to Seller after
Purchaser puts the utilities into Purchaser's name.
4. Purchaser shall assume Seller's obligations under Seller's contract with
Valpak for advertising services.
Schedule 5.7
Litigation
Seller is aware of a potential claim by a customer named ▇▇▇▇▇ relating to
damage to a couch. Seller is not aware of any other litigation, claim or
potential claim.
Schedule 5.11
Schedules of Assets, Contracts, etc.