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 | 2003 |
Closing Agreement for Stock Purchase
Closing Agreement for Stock Purchase (7K)
Doc #153725: Click preview link for longer preview.
CLOSING AGREEMENT FOR STOCK PURCHASE
THIS CLOSING AGREEMENT FOR STOCK PURCHASE (the Agreement) is made and entered into as of this 1 st day of July, 2003, by and among Las Vegas Gaming, Inc., a Nevada corporation (Buyer), Imagineering Systems, Inc. a Nevada corporation (the Company), Ron Mach and Alicia Mach (collectively, the Machs) and Bill Williams (Williams, and collectively with the Machs, the Stockholders).
RECITALS
WHEREAS, the parties entered into that certain Stock Purchase Agreement dated June ___ 2002 (Stock Purchase Agreement); and
WHEREAS, the Parties now with to close said deal, all conditions of the Stock Purchase Agreement having been satisfied and all documents, other than those waived herein, having been provided;
NOW THEREFORE, in consideration of the mutual covenants, consideration and agreements set forth herein and in the Stock Purchase Agreement, the parties agree to consummate the Stock Purchase Agreement by transferring the shares and other consideration as provided therein, effective July 1, 2003, the following items representing the full satisfaction of the terms and conditions remaining to be met by the parties under the Stock Purchase Agreement:
Section 1.01. Termination and Release by Williams. Williams hereby releases Buyer from that certain Memoranda of Understanding (collectively, the MOA) between himself and Buyer, dated August 13-August 16, 1999, and said document shall be considered as terminated in full.
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AWI
As referenced in this Closing Agreement for Stock Purchase:
American Wagering, Inc – R. Roth
Its: President
ADDENDUM A
In the event that the Company and/or LVGI receives in connection with the Companys suit against American Wagering, Inc . an amount in excess of the aggregate of $150,000 plus the legal fees expended by the Company and/or LVGI, then
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dt 272680
;
Imagineering Systems, Inc.;
Ron Mach;
| Alicia Mach;
Bill Williams;
Las Vegas Gaming Inc
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Preview
Full Doc
| 2003 |
Closing Agreement for Asset Purchase
Closing Agreement for Asset Purchase (61K)
Doc #153751: Click preview link for longer preview.
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CLOSING AGREEMENT
FOR
ASSET PURCHASE
BY AND BETWEEN
ATLANTIC OIL COLLECTION SERVICES, INC., a Florida corporation
and
PROBEX FLUIDS RECOVERY, INC., a Delaware corporation
Dated as of March 21, 2003
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{PAGE}
EXHIBIT 2.1
CLOSING AGREEMENT FOR ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("AGREEMENT") is entered into as of the
21st day of March 2003 ("EFFECTIVE DATE"), by and between ATLANTIC OIL
COLLECTION SERVICES, INC., a Florida corporation ("BUYER") and PROBEX FLUIDS
RECOVERY, INC., a Delaware corporation ("SELLER").
RECITALS
A. Seller is engaged, in part, in the business (the "BUSINESS") of
operating a used oil, used oil filter and used anti-freeze collection and
storage business and providing related services in the States of Florida,
Louisiana, Georgia, Alabama, Arkansas, Mississippi, Texas, South Carolina,
Missouri, Kansas, Tennessee, Oklahoma and North Carolina (collectively, the
"BUSINESS AREA"), from the Locations (as hereinafter defined) as more
particularly set forth herein.
B. Seller has agreed to sell, and Buyer has agreed to purchase,
substantially all of Seller's properties, assets, and rights used or useful in
the operation of the Business.
FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements set forth herein, and Ten ($10.00) Dollars and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. RECITALS. The above recitals are true and correct and are
incorporated herein by this reference.
2. SALE OF ASSETS.
2.1 ASSETS ACQUIRED. On the terms and subject to the
conditions of this Agreement, Seller has simultaneously herewith sold, conveyed,
transferred assigned, and delivered to Buyer, and Buyer has purchased from
Seller at the Closing (as defined herein) all of Seller's right, title and
interest in and to (a) the Business, and all goodwill associated therewith, and
(b) all of the assets, properties and rights of Seller constituting the Business
or used therein, of every kind and description, real, personal and mixed,
tangible and intangible, wherever situated (collectively the "ASSETS"), except
for Excluded Assets as defined below, which Assets shall include without
limitation, all goodwill associated with the Business and all of the following
assets, properties and rights of Seller, all of which, to Seller's knowledge,
shall be free and clear of all mortgages, liens, pledges, security interests,
encumbrances and liabilities of any nature, except as otherwise set forth
(individually and collectively, the "ENCUMBRANCES") the Assets being further
described as follows:
2.1.1 all existing customer, supplier, dealer and
other lists in respect to the Business Area, payment invoices and billing
records and all documents and data relating to the accounting and financial
information, including without limitation, names, addresses, and telephone
numbers, and goodwill with respect to all of the foregoing;
2.1.2 to the extent permitted by applicable law, all
rights under any written or oral contract, agreement, license, registration,
other permit, authorization or approval of any nature, or other document,
commitment, arrangement or undertaking, practice or authorization, including,
without limitation, all operating permits and contingency plans
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Probex
As referenced in this Closing Agreement for Asset Purchase:
Probex Corp. – 2.6 TCEQ soil remediation financial assurance bonds
and related collateral except that the Buyer has agreed to make reasonable
commercial efforts to have the collateral released and returned to Probex Corp.
2.3 LIABILITIES AND OBLIGATIONS ASSUMED. Except as
specifically provided in this Paragraph 2.3, Buyer shall not assume or be
responsible for any liabilities or obligations of the
_____________
Probex Corp. – no proceedings are pending or threatened concerning the revocation or
limitation of any such licenses or permits.
5.14 FINANCIAL STATEMENTS. Attached hereto as Exhibit "G" is a
copy of Probex Corp. 's audited financial statements for the twelve months ending
September 30, 2002, under report dated December 17, 2002 by Ernst & Young LLP
(the "Financials"). To Seller's knowledge, the
_____________
Probex Corp. – September 30, 2002, under report dated December 17, 2002 by Ernst & Young LLP
(the "Financials"). To Seller's knowledge, the Financials fairly present the
financial position, assets and liabilities of Probex Corp. , on the dates
indicated.
5.15 COMPLIANCE WITH LAWS. Seller has complied in all material
respects, with all laws, rules, regulations and orders applicable to the
operation of the
_____________
Probex Corp. – and all other electronic
communications to the email or other electronic addresses of the former
employees of Seller.
10. AGREEMENT NOT TO COMPETE. At Closing, Seller shall, and shall cause
Probex Corp. , a Delaware corporation ("Probex Corp.") to, execute and deliver to
Buyer an Agreement Not to Compete, substantially in the form attached hereto as
Exhibit "K".
10
{PAGE}
EXHIBIT 2.
_____________
"Probex Corp. – to the email or other electronic addresses of the former
employees of Seller.
10. AGREEMENT NOT TO COMPETE. At Closing, Seller shall, and shall cause
Probex Corp., a Delaware corporation ("Probex Corp. ") to, execute and deliver to
Buyer an Agreement Not to Compete, substantially in the form attached hereto as
Exhibit "K".
10
{PAGE}
EXHIBIT 2.1
11. DEFAULT.
11.1
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dt 1558530
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 Wilmington Trust
As referenced in this Closing Agreement for Asset Purchase:
Wilmington Trust Co – Dollars, which represents the Purchase Price, less the
Deferred Balance (as defined in Section 3.2.2 below), has been paid
simultaneously to Wilmington Trust Co mpany by federal wire transfer to be held
in escrow until Buyer receives (i) a release or releases from Wilmington Trust
Company of
_____________
Wilmington Trust
Co – simultaneously to Wilmington Trust Company by federal wire transfer to be held
in escrow until Buyer receives (i) a release or releases from Wilmington Trust
Co mpany of any security interests held by Wilmington Trust Company encumbering
the Assets and (ii) certificates of title to all motor vehicles listed
_____________
Wilmington Trust Co – to be held
in escrow until Buyer receives (i) a release or releases from Wilmington Trust
Company of any security interests held by Wilmington Trust Co mpany encumbering
the Assets and (ii) certificates of title to all motor vehicles listed on
Exhibit "A" endorsed to Buyer, at which time
_____________
Wilmington Trust Co – 00/100
($50,000.00) Dollars (the "DEFERRED BALANCE"), which represents the balance of
the Purchase Price, shall be paid by Buyer to Wilmington Trust Co mpany to be
held in escrow for a period of sixty-five (65) days pursuant to Paragraph 3.3,
then to be paid
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Wilmington Trust Co – outstanding invoice or invoices of the customer making
such payment.
3.4 AGREEMENT NOT TO COMPETE. In addition, Buyer has
simultaneously paid to Wilmington Trust Co mpany to be held and distributed in
accordance with Subparagraph 3.2.1by federal wire transfer, One Hundred Thousand
and 00/100 ($100,
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dt 99622
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| Atlantic Oil Collection Services, Inc.;
Probex Fluids Recovery, Inc.
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