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$66	Preview Subscribers	2003	Asset Purchase Agreement Asset Purchase Agreement (157K) Doc #101691: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}3 {PAGE} Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG THE LTV CORPORATION, THE OTHER SELLERS NAMED HEREIN AND MAVERICK TUBE CORPORATION DATED AS OF OCTOBER 15, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} {C} Article 1 PURCHASE AND SALE OF THE ACQUIRED ASSETS....................... 3 1.1 Transfer of Acquired Assets........................................ 3 1.2 Excluded Assets.................................................... 5 1.3 Assumption of Liabilities.......................................... 7 1.4 Retention of Liabilities........................................... 8 1.5 Non-Assignment of Assigned Contracts............................... 8 Article 2 EMPLOYEE AND BENEFITS MATTERS.................................. 8 2.1 Severance Pay Plan................................................. 9 2.2 Management Bonus Program........................................... 9 2.3 Profit Sharing Plans............................................... 9 Article 3 CONSIDERATION.................................................. 9 3.1 Consideration...................................................... 9 3.2 Deposits........................................................... 9 3.3 Estimated Working Capital.......................................... 10 3.4 Purchase Price Adjustment.......................................... 10 Article 4 CLOSING AND DELIVERIES......................................... 12 4.1 Closing............................................................ 12 4.2 Sellers' Deliveries................................................ 12 4.3 Buyer's Deliveries................................................. 12 Article 5 REPRESENTATIONS AND WARRANTIES OF THE SELLERS.................. 13 5.1 Corporate Organization............................................. 13 5.2 Authorization and Validity......................................... 13 5.3 No Conflict or Violation........................................... 13 5.4 Consents and Approvals............................................. 14 5.5 Financial Statements............................................... 14 5.6 Compliance with Law................................................ 14 5.7 Litigation......................................................... 15 5.8 Title and Ownership................................................ 15 5.9 Material Contracts................................................. 15 5.10 Intellectual Property.............................................. 16 5.11 Permits............................................................ 16 5.12 Environmental Matters.............................................. 16 5.13 Sufficiency of Acquired Assets..................................... 17 Article 6 REPRESENTATIONS AND WARRANTIES OF BUYER........................ 17 6.1 Corporate Organization............................................. 17 6.2 Authorization and Validity......................................... 17 {/TABLE} - i - {PAGE} TABLE OF CONTENTS (continued) {TABLE} {CAPTION} PAGE {S} {C} 6.3 No Conflict or Violation........................................... 17 6.4 Consents and Approvals............................................. 17 6.5 Availability of Funds.............................................. 18 6.6 Adequate Assurances Regarding Assigned Contracts................... 18 6.7 Investigation by Buyer............................................. 18 Article 7 SCOPE OF REPRESENTATIONS AND WARRANTIES........................ 18 7.1 Warranties Exclusive............................................... 18 101691	Maverick Tube Maverick Tube Corp. ( Supplies & Fixtures ) As referenced in this Asset Purchase Agreement: MAVERICK TUBE – ASSET PURCHASE AGREEMENT BY AND AMONG THE LTV CORPORATION, THE OTHER SELLERS NAMED HEREIN AND MAVERICK TUBE CORPORATION DATED AS OF OCTOBER 15, 2002 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} PAGE {S} { MAVERICK TUBE – and GEORGIA TUBING CORPORATION, a Delaware corporation (collectively with Parent and LTV Steel, ("SELLERS"), and MAVERICK TUBE CORPORATION, a Delaware corporation ("BUYER"). Capitalized terms used in this Agreement are defined or cross- Maverick Tube – G. Ganske and David D. Watson Facsimile: (216) 579-0212 34 {PAGE} If to Buyer: Maverick Tube Corporation 16401 Swingley Ridge Road Seventh Floor Chesterfield, Missouri 63017 Attention: Gregg M. Eisenberg Chief MAVERICK TUBE – executed by their respective officers thereunto duly authorized as of the date first above written. MAVERICK TUBE CORPORATION By: /s/ Gregg Eisenberg ------------------------------------ Name: Gregg Eisenberg ------------------------------------ Title: President & CEO ------------------------------------ GEORGIA TUBING CORPORATION By: / dt 28640 ; USWA United Steelworkers of America ( Unions ) As referenced in this Asset Purchase Agreement: United Steelworkers of America, – any of their Affiliates who are hired by Buyer after the Closing. "USWA" means the United Steelworkers of America, AFL-CIO-CLC. "YOUNGSTOWN PLANT" means the facility owned by LTV Steel at Youngstown, _____________ dt 84836 ;	Jones Day Jones, Day, Reavis & Pogue ( Legal ) As referenced in this Asset Purchase Agreement: Jones, Day – consummation of the transactions contemplated hereby (the "CLOSING") shall take place at the offices of Jones, Day , Reavis & Pogue, North Point, 901 Lakeside Avenue, Cleveland, Ohio at 11:00 a.m. Jones, Day – Suite 200 Seven Hills, Ohio 44131 Attention: General Counsel Facsimile: (216) 642-4595 Copy to: Jones, Day , Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114-1190 Attention: Lyle G. dt 35976 ; Ltv Corp
$57	Preview Subscribers	2003	Stock Purchase Agreement Stock Purchase Agreement (203K) Doc #185337: Click preview link for longer preview. STOCK PURCHASE AGREEMENT by and among THERMODYNETICS, INC. AND MARK O. LOWELL, MARILYN S. LOWELL, KEITH J. BRIGGS, and CAROLINE A. BRIGGS and VULCAN INDUSTRIES, INC. {PAGE} Stock Purchase Agreement Vulcan Industries, Inc. Page ii TABLE OF CONTENTS PAGE NO. -------- SECTION 1. ACQUISITION OF STOCK .......................................... 1 1.1 Sale and Purchase of Shares ............................... 1 SECTION 2. PURCHASE PRICE AND PAYMENT .................................... 1 2.1 Purchase Price ............................................ 1 2.2 Net Worth ................................................. 3 2.3 Escrow .................................................... 4 SECTION 3. CLOSING ................................................... 4 3.1 Time and Place of Closing ................................. 4 3.2 Deliveries at the Closing ................................. 5 SECTION 4. REPRESENTATIONS AND WARRANTIES REGARDING SELLERS .............. 6 4.1 Power and Authorization ................................... 6 4.2 No Conflicts .............................................. 6 4.3 Ownership of the Shares ................................... 7 4.4 Brokers ................................................... 7 4.5 Full Disclosure ........................................... 7 4.6 Perquisites and Vacation .................................. 8 SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY ..... 8 5.1 Organization and Good Standing ............................ 8 5.2 Power and Authorization ................................... 8 5.3 No Conflicts .............................................. 9 5.4 Capitalization ............................................ 10 5.5 Investments and Subsidiaries .............................. 10 5.6 Compliance with Laws ...................................... 11 5.7 Litigation ................................................ 11 5.8 Financial Statements ...................................... 12 5.9 Accounts Receivable ....................................... 13 5.10 Accounts Payable .......................................... 13 5.11 Inventory ................................................. 13 5.12 Personal Property ......................................... 13 5.13 Real Property ............................................. 13 5.14 List of Properties, Contracts, etc ........................ 14 5.15 Contracts ................................................. 16 5.16 Intellectual Property ..................................... 16 5.17 Software .................................................. 17 {PAGE} Stock Purchase Agreement Vulcan Industries, Inc. Page iii 5.18 Customers and Suppliers ................................... 18 5.19 Taxes ..................................................... 18 5.20 Employee Benefits ......................................... 19 5.21 Labor Matters ............................................. 22 5.22 Product Design; Warranties ................................ 23 5.23 Directors, Officers and Employees ......................... 23 5.24 Absence of Changes or Events .............................. 24 5.25 Insurance ................................................. 25 5.26 Affiliate Agreements ...................................... 26 5.27 Environmental Matters ..................................... 26 5.28 Books and Records ......................................... 29 5.29 Brokers ................................................... 29 5.30 Company Debt .............................................. 29 5.31 Tax Exemption ............................................. 29 5.32 ADP Packages .............................................. 30 5.33 Full Disclosure ........................................... 30 SECTION 6. REPRESENTATIONS AND WARRANTIES OF BUYER ....................... 30 6.1 Organization and Good Standing ............................ 30 6.2 Power and Authorization ................................... 31 6.3 No Conflicts .............................................. 31 6.4 Brokers ................................................... 31 6.5 Securities Law Matters .................................... 32 6.6 Release of Guarantees ..................................... 33 SECTION 7. OBLIGATIONS OF THE PARTIES UNTIL CLOSING ...................... 33 7.1 Conduct of Business Pending Closing ....................... 33 7.2 Negative Covenants ........................................ 34 7.3 Access to Information; Confidentiality .................... 35 7.4 Consents .................................................. 35 7.5 Payment of Indebtedness ................................... 35 SECTION 8. CERTAIN CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS ........... 36 8.1 Representations and Warranties ............................ 36 8.2 Performance of Covenants .................................. 36 8.3 Approvals ................................................. 36 8.4 Approval of Board of Directors ............................ 36 8.5 Legal Matters ............................................. 36 8.6 No Material Adverse Change ................................ 37 8.7 Opinion of Counsel ........................................ 37 8.8 Closing Certificate ....................................... 37 8.9 Employment Agreements ..................................... 37 8.10 Net Worth ................................................. 37 8.11 Financing ................................................. 37 {PAGE} Stock Purchase Agreement Vulcan Industries, Inc. Page iv 8.12 Due Diligence Review ...................................... 37 8.13 Resignation of Directors and Officers ..................... 37 8.14 Releases of Seller Notes .................................. 37 8.15 Items Listed on Closing Checklist ......................... 38 SECTION 9. CERTAIN CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS .......... 38 9.1 Representations and Warranties ............................ 38 9.2 Performance of Covenants .................................. 38 9.3 Approvals ................................................. 38 9.4 Legal Matters ............................................. 38 9.5 Closing Certificate ....................................... 38 9.6 Employment Agreements ..................................... 38 9.7 Opinion of Counsel ........................................ 38 9.8 Replacement Notes ......................................... 38 SECTION 10. INDEMNIFICATION .............................................. 38 10.1 Indemnification by Sellers ................................ 39 10.2 Indemnification by Buyer .................................. 40 10.3 Inter-Party Claims ........................................ 40 10.4 Third Party Claims ........................................ 40 SECTION 11. TERMINATION AND RESCISSION ................................... 41 11.1 Termination ............................................... 41 11.2 Procedure for Termination ................................. 42 11.3 Rescission ................................................ 42 11.4 Procedure for Rescission .................................. 42 11.5 Payments Upon Termination or Rescission ................... 43 SECTION 12. CONFIDENTIALITY and NONCOMPETITION ........................... 43 12.1 Disclosure of Inventions .................................. 44 12.2 Protection of Confidential Information .................... 44 12.3 Inventions Post-Acquisition ............................... 45 12.4 Title to Inventions ....................................... 45 12.5 Return of Information ..................................... 45 12.6 Duty to Disclose .......................................... 45 12.7 Records ................................................... 45 12.8 Representations ........................................... 45 12.9 Covenant Not to Compete ................................... 46 12.10 Non-Solicitation .......................................... 48 12.11 Remedies .................................................. 48 12.12 Voluntary Acceptance ...................................... 48 12.13 Tolling ................................................... 48 12.14 Choice of Law Provision ................................... 48 {PAGE} Stock Purchase Agreement Vulcan Industries, Inc. Page v SECTION 13. MISCELLANEOUS ................................................ 49 13.1 Knowledge ................................................. 49 13.2 Survival of Representations and Warranties ................ 49 13.3 Certain Post-Closing Matters .............................. 49 13.4 Further Assurances ........................................ 49 13.5 Costs and Expenses ........................................ 50 13.6 Notices ................................................... 50 13.7 Assignment and Benefit .................................... 51 13.8 Settlement of Disputes .................................... 51 13.9 Amendment, Modification and Waiver ........................ 52 13.10 Governing Law ............................................. 52 13.11 Section Headings; Defined Terms; Gender and Pronouns ...... 52 13.12 Severability .............................................. 52 13.13 Counterparts .............................................. 53 13.14 No Trading on Inside Information .......................... 53 13.15 Entire Agreement, etc ..................................... 53 {PAGE} STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is dated as of June 26, 2003 by and among Vulcan Industries, Inc., a Michigan corporation (the "Company"), AND Mark O. Lowell and Marilyn S. Lowell (individually or collectively "Lowell"), and Keith J. Briggs and Caroline A. Briggs (individually or collectively "Briggs"), (each of Lowell and Briggs, a "Seller", and individually or collectively, the "Sellers"), AND Thermodynetics, Inc., a Delaware corporation (the "Buyer"). BACKGROUND A. The Company is engaged in the business of fabricating tubes and other metal formulations for the automotive, heat exchanger, furniture and appliance industries (the "Business"). B. The parties hereto desire to provide for the acquisition by Buyer from Sellers of all of the Company's outstanding shares of capital stock. The parties have agreed to accomplish the foregoing on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the consideration to be paid, the premises and the mutual representations, warranties, covenants and agreements herein contained, the sufficiency of which is mutually acknowledged, the parties hereto, intending to be legally bound, agree as follows: SECTION 1. ACQUISITION OF STOCK. 1.1 Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer and deliver to Buyer the shares of common stock of the Company set forth beside his or her name on Schedule 1.1 hereto, in the aggregate, constituting all of the outstanding shares of the Company's capital stock (the "Shares"), and Buyer shall pay with respect to the Shares the consideration set forth in Section 2. The Shares shall be held by the law firm of Kenneth B. Lerman, P.C. in escrow pending the expiration of the period of time in which Buyer may rescind this transaction; see ss.2.2(d). SECTION 2. PURCHASE PRICE AND PAYMENT 2.1 Purchase Price. Subject to adjustment as provided in Section 2.2, the total consideration for all of the Shares (the "Purchase Price") shall be one million seven hundred fifty thousand ($1,750,000) dollars, and shall be paid at the Closing as follows: {PAGE} Stock Purchase Agreement Vulcan Industries, Inc. Page 2 (a) (i) One million one hundred sixty-five thousand eight hundred ninety-three 44/100 ($1,165,893.44) dollars in cash to Sellers at Closing via check or wire transfer in the respective amount set forth beside his and her name on Schedule 1.1 hereto (the "Closing Payment"). (b) Three hundred thousand ($300,000) dollars payable by issuance of Buyer's promissory notes in favor of each Seller in the respective amount set forth beside his and her name on Schedule 1.1 hereto substantially in the form of Exhibit A to this Agreement (the "Notes"); such notes shall bear six (6%) interest per annum with interest to be paid quarterly in arrears, and principal shall be paid in two installments in the aggregate of $100,000 and $200,000 on September 30, 2004 and June 30, 2005, subject to extension and conversion as set forth in such Notes. The Notes shall be held by Vandervoort, Christ & Fisher, P.C. in escrow pending the expiration of the period of time in which Buyer may rescind this transaction. (c) An aggregate of two hundred fifty thousand ($250,000) dollars (the "Escrow Amount") to Sellers in the respective proportionate amounts set forth beside his and her name on Schedule 1.1 hereto which funds shall be held in escrow pursuant to ss.2.3 hereof. (d) Buyer shall pay, in fulfillment of all obligations due under the Company's Executive Share Plan, to the following employees of the Company as follows: (i) seventeen thousand fifty-three and 28/100 ($17,053.28) dollars in cash to Brad Robertson; and (ii) seventeen thousand fifty-three and 28/100 ($17,053.28) dollars in cash to Crystal Perry (collectively the "Exec Plan Payment"). (e) (i) Buyer shall fund an additional payment of $175,000 for the account of Sellers for payment of a portion of the brokerage fee to which Seller is obligated under ss.4.4, ss.5.28 and ss.6.4 hereof; a portion thereof shall be placed in escrow pursuant to ss.2.3 hereof. Buyer shall not fund such additional payment unless the broker, Michigan Equity Alliance, LLC and any affiliates thereof (sometimes referred to herein as "MEA-LLC"), as required by Buyer, executes and delivers a release and indemnification agreement in favor of Buyer, Sellers, and the Company. The $175,000 payment shall be paid in part through: (x) the release of the $50,000 funds currently on deposit in escrow with MEA-LLC pursuant to a certain escrow agreement dated March 24, 2003 between the parties hereto and MEA-LLC which escrow agreement shall survive the execution and delivery hereof; (y) through the new Broker Escrow Amount, defined in ss.2.3(d) hereof, of $26,250; and (z) $98,750 in cash at Closing, all pursuant to ss.2.3 hereof. (ii) Sellers shall separately fund and pay to MEA-LLC through their attorneys an additional $96,085 for payment of the excess amount of the brokerage fee agreed to be paid by Sellers. All payments via check or wire transfers shall be made to the account of Vandervoort, Christ & Fisher, P.C. Client's Funds at Fifth Third Bank, account # 072400447, such payments may be aggregated in one instrument. The funds shall be held in escrow pending the expiration of the period of time in which Buyer may rescind this transaction. 185337	Thermodynetics Thermodynetics Inc. ( Supplies & Fixtures ) As referenced in this Stock Purchase Agreement: THERMODYNETICS, – txt {DESCRIPTION}STOCK PURCHASE AGREEMENT {TEXT} EXHIBIT 2-a STOCK PURCHASE AGREEMENT by and among THERMODYNETICS, INC. AND MARK O. LOWELL, MARILYN S. LOWELL, KEITH J. BRIGGS, and CAROLINE A. Thermodynetics, – Briggs"), (each of Lowell and Briggs, a "Seller", and individually or collectively, the "Sellers"), AND Thermodynetics, Inc., a Delaware corporation (the "Buyer"). BACKGROUND A. The Company is engaged in the Thermodynetics, – the date shown on the receipt or confirmation therefor in all other cases. To Buyer: Thermodynetics, Inc. 651 Day Hill Road Windsor, Connecticut 06095 Attn: Robert A. Lerman, President and THERMODYNETICS, – hereto has duly executed this Agreement, all as of the date first above written. BUYER: THERMODYNETICS, INC. By: /s/ Robert A. Lerman ---------------------------- Name: Robert A. Lerman Title: President & CEO SELLERS: / dt 30622 ; Mark O. Lowell; Marilyn S. Lowell;	Keith J. Briggs; Caroline A. Briggs; Vulcan Industries, Inc.
$43	Preview Subscribers	2002	Securities Purchase Agreement Securities Purchase Agreement (50K) Doc #350557: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December 31, 2001, is by and between Urecoats Industries Inc., a Delaware corporation, with its principal place of business at 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the "COMPANY"), and Richard J. Kurtz, with a residence at Duck Pond Road, Alpine, New Jersey 07620 (the "BUYER"). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "ACT"); B. The Company has authorized the following new series of its preferred stock, $1.00 par value per share: the Series B convertible preferred stock (the "SERIES B PREFERRED STOCK"), which shall be convertible into restricted shares of the Company's Common Stock, $.01 par value per share (the "COMMON STOCK") (as converted, the "CONVERSION SHARES"), at the conversion rate (set forth below) in accordance with terms of the Company's Certificate of Designation in the form attached hereto as EXHIBIT A (the "CERTIFICATE OF DESIGNATION"). The stated value per share of Series B Preferred Stock shall be $5.00, which includes the $1.00 par value per share. The Series B Preferred Stock and the Conversion Shares are collectively referred to in this Agreement as the "SECURITIES"; C. The Buyer wishes to purchase and the Company desires to sell an aggregate of 124,755 shares of Series B Preferred Stock for a total of $623,775, upon the terms and conditions stated in this Agreement. NOW, THEREFORE, in consideration of the premises and covenants herein contained, the Company and the Buyer hereby agree as follows: 1. PURCHASE AND SALE OF SERIES B PREFERRED STOCK. a. PURCHASE OF SERIES B PREFERRED STOCK. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(a) below, the Company shall issue and sell to the Buyer and the Buyer shall purchase from the Company, for an aggregate of $623,775 an aggregate of 124,755 shares of Series B Preferred Stock (the "CLOSING"). On the Closing Date, subject to receipt of the agreed upon consideration, the Company shall cause to be delivered to Buyer a stock certificate representing the number of shares of Series B Preferred Stock that Buyer is then purchasing, duly executed on behalf of the Company and registered in the name of the Buyer or his designee (the "STOCK CERTIFICATE"). b. CLOSING DATE. The date and time of the Closing (the "CLOSING DATE") shall be 10:00 a.m. Eastern Daylight Time on December 31,2001, subject to satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7(a) below (or such later date as is mutually agreed to by the Company and the Buyer). -1- c. FORM OF PAYMENT. On the Closing Date, Buyer shall cancel indebtedness in the form of short-term loans bearing interest at 9% per annum owed by Company to Buyer in payment of the applicable purchase price for the Series B Preferred Stock to be issued and sold to Buyer at the Closing. 2. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants with respect to only himself that: a. INVESTMENT PURPOSE. Such Buyer (i) is acquiring the Series B Preferred Stock and (ii) upon conversion of the Series B Preferred Stock, will acquire the Conversion Shares, then issuable for his own account for investment only and not with a view towards, or for resale in connection with, the unlawful public sale or distribution thereof, except pursuant to sales of such shares which are the subject of an effective registration statement duly filed under the Act or otherwise exempted under the Act and all applicable state blue sky laws; provided, however, that by making the representations herein, such Buyer does not agree to hold any Securities for any minimum period or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Act and all applicable state blue sky laws. b. ACCREDITED INVESTOR STATUS. Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated by the United States Securities and Exchange Commission (the "SEC") under the Act ("REGULATION D"). c. RELIANCE ON EXEMPTIONS. Buyer understands that the Series B Preferred Stock is being offered and sold to him in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Series B Preferred Stock. d. INFORMATION. Buyer acknowledges that he is the Chairman of the Board of Directors of the Company and as such has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Series B Preferred Stock that have been requested by Buyer. No independent due diligence investigations conducted by Buyer shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. e. NO GOVERNMENTAL REVIEW. Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series B Preferred Stock or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Series B Preferred Stock. f. TRANSFER OR RESALE. Buyer understands that the: (i) Securities have not been and are not being registered under the Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) (i) they have been subsequently registered thereunder and (ii) they are offered for sale, sold, assigned and transferred in compliance with the -2- prospectus delivery requirements of the Act; or (B) Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. g. LEGENDS. i. Buyer understands that the certificates or other instruments representing the Series B Preferred Stock and, until such time as the sale of the Conversion Shares have been registered under the Act, the stock certificates representing the Conversion Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop- transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. ii. Each certificate for Series B Preferred Stock shall also bear the following legend: 350557	Urecoats Urecoats Industries Inc. ( Supplies & Fixtures ) As referenced in this Securities Purchase Agreement: Urecoats Industries Inc – kurtz123101purchagt.txt {DESCRIPTION}12-31-01 AGREEMENT {TEXT} EXHIBIT 10.2 ------------ SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December 31, 2001, is by and between Urecoats Industries Inc ., a Delaware corporation, with its principal place of business at 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the "COMPANY"), and Richard J. Kurtz, with a _____________ Urecoats Industries Inc – recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: if to the Company: Urecoats Industries Inc . 1239 East Newport Center Drive, Suite 101 Deerfield Beach, Florida 33442 Telephone: (954) 428-8686 Facsimile: (954) 428-8011 Attention: Michael T. Adams, Corporate Secretary -12- with a copy _____________ URECOATS INDUSTRIES INC – other rights granted by law. IN WITNESS WHEREOF, the Buyer and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above. URECOATS INDUSTRIES INC . RICHARD J. KURTZ By: /s/ Timothy M. Kardok, President By: /s/ Richard J. Kurtz -------------------------------- -------------------- Name: Timothy M. Kardok Name: Richard J. Kurtz Title: President Title: Investor -14- {/TEXT} {/DOCUMENT} _____________ dt 1547461 ;	Richard J. Kurtz
$38	Preview Subscribers	2001	Securities Purchase Agreement Securities Purchase Agreement (47K) Doc #350562: Click preview link for longer preview. SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of September 30, 2001, is by and between Urecoats Industries Inc., a Delaware corporation, with its principal place of business at 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the "COMPANY"), and Richard J. Kurtz, with a residence at Duck Pond Road, Alpine, New Jersey 07620 (the "BUYER"). WHEREAS: A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "ACT"); B. The Company has authorized the following new series of its preferred stock, $1.00 par value per share: the Series B convertible preferred stock (the "SERIES B PREFERRED STOCK"), which shall be convertible into restricted shares of the Company's Common Stock, $.01 par value per share (the "COMMON STOCK") (as converted, the "CONVERSION SHARES"), at the conversion rate (set forth below) in accordance with terms of the Company's Certificate of Designation in the form attached hereto as EXHIBIT A (the "CERTIFICATE OF DESIGNATION"). The stated value per share of Series B Preferred Stock shall be $5.00, which includes the $1.00 par value per share. The Series B Preferred Stock and the Conversion Shares are collectively referred to in this Agreement as the "SECURITIES"; C. The Buyer wishes to purchase and the Company desires to sell an aggregate of 375,245 shares of Series B Preferred Stock for a total of $1,876,225, upon the terms and conditions stated in this Agreement. NOW, THEREFORE, in consideration of the premises and covenants herein contained, the Company and the Buyer hereby agree as follows: 1. PURCHASE AND SALE OF SERIES B PREFERRED STOCK. a. PURCHASE OF SERIES B PREFERRED STOCK. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(a) below, the Company shall issue and sell to the Buyer and the Buyer shall purchase from the Company, for an aggregate of $1,876,225 an aggregate of 375,245 shares of Series B Preferred Stock (the "CLOSING"). On the Closing Date, subject to receipt of the agreed upon consideration, the Company shall cause to be delivered to Buyer a stock certificate representing the number of shares of Series B Preferred Stock that Buyer is then purchasing, duly executed on behalf of the Company and registered in the name of the Buyer or his designee (the "STOCK CERTIFICATE"). b. CLOSING DATE. The date and time of the Closing (the "CLOSING DATE") shall be 10:00 a.m. Eastern Daylight Time on September 30, 2001, subject to satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7(a) below (or such later date as is mutually agreed to by the Company and the Buyer). -1- c. FORM OF PAYMENT. On the Closing Date, Buyer shall cancel indebtedness in the form of short-term loans bearing interest at 9% per annum owed by Company to Buyer in payment of the applicable purchase price for the Series B Preferred Stock to be issued and sold to Buyer at the Closing. 2. BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants with respect to only himself that: a. INVESTMENT PURPOSE. Such Buyer (i) is acquiring the Series B Preferred Stock and (ii) upon conversion of the Series B Preferred Stock, will acquire the Conversion Shares, then issuable for his own account for investment only and not with a view towards, or for resale in connection with, the unlawful public sale or distribution thereof, except pursuant to sales of such shares which are the subject of an effective registration statement duly filed under the Act or otherwise exempted under the Act and all applicable state blue sky laws; provided, however, that by making the representations herein, such Buyer does not agree to hold any Securities for any minimum period or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Act and all applicable state blue sky laws. b. ACCREDITED INVESTOR STATUS. Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated by the United States Securities and Exchange Commission (the "SEC") under the Act ("REGULATION D"). c. RELIANCE ON EXEMPTIONS. Buyer understands that the Series B Preferred Stock is being offered and sold to him in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Series B Preferred Stock. d. INFORMATION. Buyer acknowledges that he is the Chairman of the Board of Directors of the Company and as such has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Series B Preferred Stock that have been requested by Buyer. No independent due diligence investigations conducted by Buyer shall modify, amend or affect Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. e. NO GOVERNMENTAL REVIEW. Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series B Preferred Stock and the Warrants or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Series B Preferred Stock. f. TRANSFER OR RESALE. Buyer understands that the: (i) Securities have not been and are not being registered under the Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) (i) they have been subsequently registered thereunder and (ii) they are offered for sale, sold, assigned and transferred in -2- compliance with the prospectus delivery requirements of the Act; or (B) Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. g. LEGENDS. (i) Buyer understands that the certificates or other instruments representing the Series B Preferred Stock and, until such time as the sale of the Conversion Shares have been registered under the Act, the stock certificates representing the Conversion Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. (ii) Each certificate for Series B Preferred Stock shall also bear the following legend: 350562	Urecoats Urecoats Industries Inc. ( Supplies & Fixtures ) As referenced in this Securities Purchase Agreement: Urecoats Industries Inc – FILENAME}securitiespurchaseagreement.txt {DESCRIPTION}SECURITIES PURCHASE AGREEMENT {TEXT} EXHIBIT 10.1 ------------ SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of September 30, 2001, is by and between Urecoats Industries Inc ., a Delaware corporation, with its principal place of business at 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the "COMPANY"), and Richard J. Kurtz, with a _____________ Urecoats Industries Inc – recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: if to the Company: Urecoats Industries Inc . 1239 East Newport Center Drive Suite 101 Deerfield Beach, Florida 33442 Telephone: (954) 428-8686 Facsimile: (954) 428-8011 Attention: Michael T. Adams, Corporate Secretary with a copy to: _____________ URECOATS INDUSTRIES INC – other rights granted by law. IN WITNESS WHEREOF, the Buyer and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above. URECOATS INDUSTRIES INC . RICHARD J. KURTZ By: /s/ Timothy M. Kardok By: /s/ Richard J. Kurtz ---------------------- --------------------- Name: Timothy M. Kardok Name: Richard J. Kurtz Title: President Title: Investor -14- {/TEXT} {/DOCUMENT} _____________ dt 1547463 ;	Richard J. Kurtz
$48	Preview Subscribers	2001	Stock Purchase Agreement Stock Purchase Agreement (113K) Doc #350563: Click preview link for longer preview. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is effective as of September 1, 2001, by Urecoats Industries Inc., a Delaware corporation (hereinafter referred to as "Buyer"), and Richard Zegelbone, David S. Ziluck, Jon Palmisciano, Arlene Storfer, and George Buckhold (hereinafter collectively referred to as "Sellers"). RECITALS Sellers own all of the issued and outstanding shares of capital stock (the "Shares") of Infiniti Paint Co., Inc., a Florida corporation (the "Company"). Sellers desire to sell, and Buyer desires to purchase, all of the issued and outstanding Shares of the Company, for the consideration and on the terms set forth in this Agreement. AGREEMENT The parties, intending to be legally bound, agree as follows: 1. DEFINITION. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1: "ACCOUNTS RECEIVABLE"--as defined in Section 3.8. "APPLICABLE CONTRACT"--any Contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound. "BALANCE SHEET"--as defined in Section 3.4. "BUYER"--as defined in the first paragraph of this Agreement. "BUYER SHARES"--as defined in Section 2.2(c). "CLOSING"--as defined in Section 2.4. "CLOSING DATE"--the date and time as of which the Closing actually takes place, which shall be the date of this Agreement and the time set forth in Section 2.4. "COMPANY"--as defined in the Recitals of this Agreement. "CONSENT"--any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization). "CONTRACT"--any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding. 1 "DAMAGES"--as defined in Section 5.2. "EMPLOYEE SELLERS"-David S. Ziluck and Jon Palmisciano. "EMPLOYMENT AGREEMENTS"--as defined in Section 2.5(a)(iii). "ENCUMBRANCE"--any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership, except restrictions on transfer imposed by Federal securities laws. "ENVIRONMENTAL LAWS"--as defined in Section 3.18. "ERISA"--the Employee Retirement Income Security Act of 1974 or any successor law, and regulations and rules issued pursuant to that Act or any successor law. "ESCROW AGENT"--as defined in Section 2.2(b). "ESCROW AGREEMENT"--as defined in Section 2.5(c). "ESCROW AMOUNT"--as defined in Section 2.2(b). "FACILITIES"--any real property, leaseholds, or other interests currently or formerly owned or operated by Company and any buildings, plants, structures, or equipment (including motor vehicles, tank cars, and rolling stock) currently or formerly owned or operated by any Company. "GAAP"--generally accepted United States accounting principles, applied on a basis consistent with the basis on which the Balance Sheet and the other financial statements referred to in Section 3.4 were prepared. "GOVERNMENTAL AUTHORIZATION"--any approval, consent, license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement. "GOVERNMENTAL BODY"--any: (a) nation, state, county, city, town, village, district, or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (d) multi-national organization or body; or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature. 2 "HAZARDOUS MATERIAL"--as defined in Section 3.18. "INTELLECTUAL PROPERTY ASSETS"--as defined in Section 3.19. "INTERIM BALANCE SHEET"--as defined in Section 3.4. "KNOWLEDGE"--an individual will be deemed to have "Knowledge" of a particular fact or other matter if: (a) such individual is actually aware of such fact or other matter; or (b) a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter. A Person (other than an individual) will be deemed to have "Knowledge" of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter. "LEGAL REQUIREMENT"--any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty. "NONCOMPETITION AGREEMENTS"--as defined in Section 2.5(a)(v). "MANUFACTURING AGREEMENT"--as defined in Section 2.5(a)(iv). "ORDER"--any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator. "ORGANIZATIONAL DOCUMENTS"--the articles or certificate of incorporation and the bylaws of a corporation and any amendments thereto. "PERSON"--any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body. "PROCEEDING"--any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body or arbitrator. "PURCHASE PRICE"--as defined in Section 2.2. "RELEASE"--as defined in Section 3.18(g)(iii). 3 "REPRESENTATIVE"--with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors. "SECURITIES ACT"--the Securities Act of 1933 or any successor law, and regulations and rules issued pursuant to that Act or any successor law. "SELLERS"--as defined in the first paragraph of this Agreement. "SELLERS' RELEASE"--as defined in Section 2.5(a)(ii). "SHARES"--as defined in the Recitals of this Agreement. "SUBSIDIARY"--with respect to any Person, any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation's or other Person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person, are held by the Person, either directly or indirectly. "TAXES"-- as described in Section 3.10. "TAX RETURN"--any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection, or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any Tax. "THREATENED"--a claim, Proceeding, dispute, action, or other matter will be deemed to have been "Threatened" if any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such a claim, Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future. 2. SALE AND TRANSFER OF SHARES; OTHER TRANSACTIONS; CLOSING 2.1 SHARES. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers, free and clear of all Encumbrances. 2.2 PURCHASE PRICE. The purchase price (the "Purchase Price") for the Shares is One Million Five Hundred and Fifty Thousand Dollars ($1,550,000), payable as follows: (a) The SUM of Seven Hundred and Seventy Five Thousand ($775,000), payable at Closing by bank cashier's or certified check payable to the order of, or by wire transfer to accounts specified by, Sellers, EXCEPT that Forty Five Thousand Dollars ($45,000) will be held in Escrow as set forth below AND Fifty Two Thousand Ninety Seven Dollars and Twenty Nine Cents ($52,097.29), representing Company loans to Sellers, shall be deducted from the Purchase Price and the loans shall be deemed paid in full by the Sellers; 4 (b) The SUM of Forty Five Thousand Dollars ($45,000) (the "Escrow Amount"), which shall be deposited with Sader & LeMaire, P.A., an escrow agent (the "Escrow Agent") as designated by Seller at the Closing and paid to Buyer or Sellers, as appropriate, as provided in Section 2.3 below; and (c) Within ten (10) days following the Date of Closing, the issuance and delivery of a total of 1,550,000 restricted shares of Common Stock of Buyer, par value $.01 per share (the "Buyer Shares"), which the parties agree and acknowledge has a value of approximately Seven Hundred and Seventy Five Thousand Dollars ($ 775,000) as of the Closing Date. (i) The Buyer's shares are being acquired by Sellers for investment and not with a view to the unlawful distribution thereof. (ii) Sellers consent and agree that the certificates for the Buyer's shares shall contain a legend to the effect that the shares have not been registered under the United States Securities Act of 1933, as amended (the "Act") and may not be transferred, sold or hypothecated in the absence of an effective registration statement with respect to Buyers shares, duly filed with the Securities and Exchange Commission, or Buyer is provided with an opinion of counsel, satisfactory to it that registration is not required under the Act. 2.3 ESCROW AMOUNT. The Escrow Amount, as adjusted herein, shall be paid to Sellers on the first anniversary of the Closing Date, together with any accrued interest thereon, and less the following amounts under the following terms: (a) sums equal to the amount of any unpaid Accounts Receivable reflected on the Company's Balance Sheet as of August 31, 2001 which remain unpaid, as of the first anniversary of the Effective Date will be withdrawn from the Escrow Amount and paid to Buyer with the unpaid Accounts Receivable being assigned to Sellers for collection, if they so desire; The parties shall enter into an escrow agreement regarding the Escrow Amount as contemplated in Section 2.2(b). 2.4 CLOSING. The purchase and sale (the "Closing") provided for in this Agreement will take place at the offices of Sader & LeMaire, P.A., 1901 West Cypress Creek Road, Suite 415, Fort Lauderdale, Florida 33309, at 5:00 PM (local time) on Tuesday, September 4, 2001 the "Closing Date"). 2.5 CLOSING OBLIGATIONS. At the Closing: (a) Sellers are delivering to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) releases in the form of Exhibit 2.5(a)(ii) executed by each Seller (collectively, "Sellers' Releases"); (iii) employment agreements in the form of Exhibit 2.5(a)(iii), executed by each of the Employee Sellers (collectively, the "Employment Agreements"); 5 (iv) manufacturing agreement in the form of Exhibit 2.5(a)(iv), executed by Tropical Asphalt Products Corporation; (v) non-competition agreements in the form of Exhibit 2.5(a)(v), executed by each Seller (collectively, the "Non-Compete Agreements"); (vi) a legal opinion of counsel to Sellers in form acceptable to Buyer; and (b) Buyer is delivering to Sellers: (i) the cash portion of the Purchase Price deliverable at Closing, by bank cashier's or certified check payable to the order of, or by wire transfer to accounts specified by, Sellers; (ii) proof of Buyer's authority and direction to transfer agent to issue Buyer's Shares together with appropriate opinion of counsel authorizing same, in the names of Sellers, and certificates representing the Buyer Shares in the names of Sellers will be delivered within ten (10) days after the Closing Date; (iii) the Escrow Amount to the Escrow Agent referred to in Section 2.5(c) by bank cashier's or certified check; (iv) properly executed Employment Agreements; (v) properly executed Manufacturing Agreement; and (vi) a legal opinion of counsel to Buyer in form acceptable to Seller. (c) Buyer and Sellers will enter into an escrow agreement in the form of Exhibit 2.5(c) (the "Escrow Agreement") with the Escrow Agent. 3. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers, jointly and severally, represent and warrant to Buyer as follows: 3.1 ORGANIZATION AND GOOD STANDING. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under Applicable Contracts. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. (b) Sellers have delivered to Buyer copies of the Organizational Documents of the Company as currently in effect. (c) The Company has no Subsidiaries. 6 3.2 AUTHORITY; NO CONFLICT. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Manufacturer's Agreement, the Sellers' Releases, and the Non-Compete Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or the shareholders of the Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated herein or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or any Seller, or any of the assets owned or used by the Company, may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (iv) cause Buyer or the Company to become subject to, or to become liable for the payment of, any Tax; (v) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company. SCHEDULE 3.2 lists each person that Sellers or the Company was required to give any notice to or obtain any Consent from in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated herein. (c) Sellers are acquiring the Buyer Shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. 7 3.3 CAPITALIZATION. The authorized equity securities of the Company consist of ten million (10,000,000) shares of common stock, $.0001 par value per share, of which one thousand (1,000) shares are issued and outstanding and constitute the Shares. Sellers are the record and beneficial owners and holders of the Shares, free and clear of all Encumbrances. SCHEDULE 3.3 sets forth the Shares owned by each Seller. No legend or other reference to any purported Encumbrance appears upon any certificate representing equity securities of the Company. All of the Shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of the Company. None of the Shares was issued in violation of the Securities Act or any other Legal Requirement. 3.4 FINANCIAL STATEMENTS. Sellers will cooperate with best efforts and due diligence to deliver to Buyer: (a) an audited balance sheet of the Company as at December 31, 2000 (including the notes thereto, the "Balance Sheet"), and the related statements of income and retained earnings and cash flows for the fiscal year then ended, together with the report thereon of Baum & Company, P.A., 4310 Sheridan Street, Suite 202, Hollywood, Florida 33021, independent certified public accountants, and (b) an unaudited balance sheet of the Company as at June 30, 2001 (the "Interim Balance Sheet") and the related unaudited consolidated statements of income, and retained earnings and cash flows for the six months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in shareholders' equity, and cash flows of the Company as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved. Company will cause to be prepared financial statements as of August 31, 2001 to be delivered no later than September 30, 2001, unless extended mutually by Buyer and Sellers. 3.5 BOOKS AND RECORDS. The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. The minute books of the Company contain accurate and complete records of all meetings held of, and corporate action taken by, the shareholders, the Boards of Directors, and committees of the Boards of Directors of the Company. 3.6 TITLE TO PROPERTIES; ENCUMBRANCES. SCHEDULE 3.6 contains a complete and accurate list of all leaseholds or other interests in real property owned by the Company. The Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in SCHEDULE 3.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the ordinary course of business), and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except 8 for personal property acquired and sold since the date of the Balance Sheet in the ordinary course of business and consistent with past practice). Except as set forth in SCHEDULE 3.6, all properties and assets owned by the Company are free and clear of all Encumbrances. 3.7 CONDITION AND SUFFICIENCY OF ASSETS. The buildings, plants, structures, and equipment owned or leased by the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, or equipment is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The building, plants, structures, and equipment owned or leased by the Company are sufficient for the continued conduct of the Company's business after the Closing in substantially the same manner as conducted prior to the Closing. 3.8 ACCOUNTS RECEIVABLE. All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (collectively, the "Accounts Receivable") represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, does not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Balance Sheet represented of the Accounts Receivable reflected therein and does not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the ordinary course of business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. SCHEDULE 3.8 contains a complete and accurate list of all Accounts Receivable as of August 31, 2001, which list sets forth the aging of such Accounts Receivable. 3.9 NO UNDISCLOSED LIABILITIES. Except as set forth in SCHEDULE 3.9, the Company has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) except for liabilities or obligations reflected or reserved against in the Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the ordinary course of business since the respective dates thereof. 3.10 TAXES. (a) The Company has filed or caused to be filed all Tax Returns that are or were required to be filed by or with respect to it, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements up to and including the fiscal year ending December 31, 2000. Sellers have delivered to Buyer copies of, and SCHEDULE 3.10(a) contains a complete and accurate list of, all such Tax Returns relating to income or franchise taxes filed since the inception of the Company. The Company has paid, or made provision for the payment of, all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment 9 received by Sellers or the Company, except such Taxes, if any, as are listed in SCHEDULE 3.10(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheet. Any tax liabilities of Company prior to Closing, are subject to claims against the Escrow Amount and to extent such taxes exceed the Escrow Amount, Sellers jointly and individually will be liable for same and will indemnify Company and Buyer from any taxes, penalties and interest that may accrue. (b) Except as set forth in SCHEDULE 3.10(b), the Company has never been the subject of an audit, either at the federal or state level. (c) The charges, accruals, and reserves with respect to Taxes on the respective books of the Company are adequate (determined in accordance with GAAP) and are at least equal to the Company's liability for Taxes. There exists no proposed tax assessment against the Company except as disclosed in the Balance Sheet. All Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person. (d) All Tax Returns filed by the Company are true, correct, and complete. There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement. 3.11 NO MATERIAL ADVERSE CHANGE. Since the date of the Balance Sheet, 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. 3.12 EMPLOYEE MATTERS. (a) CASH COMPENSATION. SCHEDULE 3.12(a) contains a complete and accurate list of the names, titles and cash compensation, including without limitation wages, salaries, bonuses (discretionary and formula) and other cash compensation (the "Cash Compensation") of all employees of the Company. In addition, SCHEDULE 3.12(a) contains a complete and accurate description of any promised increases in Cash Compensation of employees of the Company that have not yet been effected. (b) COMPENSATION PLANS. SCHEDULE 3.12(b) contains a complete and accurate list of all employee benefit plans, compensation plans, arrangements or practices (the "Compensation Plans") sponsored by the Company or to which the Company contributes on behalf of its employees. The Compensation Plans include without limitation, plans, arrangements or practices that provide for severance pay, deferred compensation, incentive, bonus or performance awards, and stock ownership or stock options. The Company has provided Buyer a copy of each written Compensation Plan and a written description of each unwritten Compensation Plan. Each of the Compensation Plans can be terminated or amended at will by the Company. Each Compensation Plan has been administered and maintained in compliance with all applicable Legal Requirements, including ERISA. No threatened or pending claims, suits or other proceedings exist with respect to any Compensation Plan other than normal benefit claims filed by participants or beneficiaries. 10 (c) EMPLOYEE POLICIES AND PROCEDURES. SCHEDULE 3.12(c) contains a complete and accurate list of all employee manuals, policies, procedures and work-related rules (the "Employee Policies and Procedures") that apply to employees of the Company. The Company has provided Buyer a copy of all written Employee Policies and Procedures and a written description of all unwritten Employee Policies and Procedures. Each of the Employee Policies and Procedures can be amended or terminated at will by the Company. (d) LABOR COMPLIANCE. The Company (i) has been and is in compliance with all laws, rules, regulations and ordinances respecting employment and employment practices, terms and conditions of employment and wages and hours, and (ii) is not liable for any arrears of wages or penalties for failure to comply with any of the foregoing. The Company has not engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, national origin, age or handicap in its employment conditions or practices. There are no (i) unfair labor practice charges or complaints or racial, color, religious, sex, national origin, age or handicap discrimination charges or complaints pending or threatened against the Company before any federal, state or local court, board, department, commission or agency nor does any basis therefor exist or (ii) existing or threatened labor strikes, disputes, grievances, controversies or other labor troubles affecting the Company, nor does any basis therefor exist. (e) UNIONS. No employees of the Company are represented by any union, labor organization or collective bargaining unit. To the best knowledge of Sellers, the employees of the Company have no intention to and have not threatened to organize or join a union, labor organization or collective bargaining unit. (f) ALIENS. All employees of the Company are citizens of, or are authorized to be employed in, the United States. 3.13 COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS. (a) Except as set forth in SCHEDULE 3.13: (i) the Company is, and has been at all times in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; and 11 (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. (b) SCHEDULE 3.13 contains a complete and accurate list of each Governmental Authorization, including permits, that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in SCHEDULE 3.13 is valid and in full force and effect. Except as set forth in SCHEDULE 3.13: (i) the Company is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in SCHEDULE 3.13; and (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in SCHEDULE 3.13, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in SCHEDULE 3.13. The Governmental Authorizations listed in SCHEDULE 3.13 collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its businesses in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets. 3.14 LEGAL PROCEEDINGS; ORDERS. (a) Except as set forth in SCHEDULE 3.14, there is no pending Proceeding: (i) that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herein. To the Knowledge of Sellers and the Company, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in SCHEDULE 3.14. The Proceedings listed in SCHEDULE 3.14 will not have a material adverse effect on the business, operations, assets, condition, or prospects of the Company. 12 (b) Except as set forth in SCHEDULE 3.14: (i) there is no Order to which the Company, any Seller or any of the assets owned or used by the Company, is subject; (ii) no officer, director, agent, or employee of the Company is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company; (iii) the Company is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject; and (iv) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Company, or any of the assets owned or used by the Company, is subject. 3.15 ABSENCE OF CERTAIN CHANGES AND EVENTS. Except as set forth in SCHEDULE 3.15, since the date of the Balance Sheet, the Company has conducted its business only in the ordinary course of business and there has not been any: (a) change in the Company's authorized or issued capital stock of the Company; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the ordinary course of business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Company; (f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any transaction involving a total remaining commitment by or to the Company of at least $5,000; 13 (g) sale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to the Company in excess of $5,000; (i) material change in the accounting methods used by the Company; or (j) agreement, whether oral or written, by the Company to do any of the foregoing. 3.16 CONTRACTS; NO DEFAULTS. (a) SCHEDULE 3.16(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $5,000; (iii) each Applicable Contract that was not entered into in the ordinary course of business and that involves or could involve expenditures or receipts of the Company in excess of $5,000; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year); (v) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (viii) each power of attorney that is currently effective and outstanding; 14 (ix) each Applicable Contract for capital expenditures in excess of $5,000; and (x) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in SCHEDULE 3.16(b): (i) no Seller (or any person related to Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and (ii) no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in SCHEDULE 3.16(c), each Contract identified or required to be identified in SCHEDULE 3.16(a) is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in SCHEDULE 3.16(d): (i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. 3.17 INSURANCE. (a) Sellers have delivered to Buyer: 15 (i) true and complete copies of all policies of insurance to which the Company is a party or under which the Company, or any director of the Company, is or has been covered at any time within the three years preceding the date of this Agreement; and (ii) true and complete copies of all pending applications for policies of insurance. (b) SCHEDULE 3.17(b) describes: (i) any self-insurance arrangement by or affecting the Company, including any reserves established thereunder; (ii) any contract or arrangement, other than a policy of insurance, for the transfer or sharing of any risk by the Company; and (iii) all obligations of the Company to third parties with respect to insurance (including such obligations under leases and service agreements) and identifies the policy under which such coverage is provided. (c) SCHEDULE 3.17(c) sets forth, by year, for the current policy year and each of the two preceding policy years: (i) a summary of the loss experience under each policy; (ii) a statement describing each claim under an insurance policy for an amount in excess of $5,000, which sets forth: (A) the name of the claimant; (B) a description of the policy by insurer, type of insurance, and period of coverage; and (C) the amount and a brief description of the claim; and (iii) a statement describing the loss experience for all claims that were self-insured, including the number and aggregate cost of such claims. (d) All policies to which the Company is a party: (A) are valid, outstanding, and enforceable; (B) are issued by an insurer that is financially sound and reputable; (C) taken together, provide adequate insurance coverage for the assets and the operations of the Company; (D) are sufficient for compliance with all Legal Requirements and Contracts to which the Company is a party or by it is bound; (E) will continue in full force and effect following the consummation of the transactions contemplated herein; and 16 (F) do not provide for any retrospective premium adjustment or other experienced-based liability on the part of the Company. No Seller or the Company has received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights, or (B) any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder. The Company has paid all premiums due, and has otherwise performed all of its respective obligations, under each policy to which the Company is a party or that provides coverage to the Company or director thereof. The Company has given notice to the insurer of all claims that may be insured thereby. 3.18 ENVIRONMENTAL MATTERS. Except as set forth in SCHEDULE 3.18: (a) ENVIRONMENTAL LAWS. Neither the Company nor any of its assets is currently in violation of, or subject to any existing, pending or threatened investigation or inquiry by, any governmental authority, or subject to any remedial obligations under, any Environmental Laws, and this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Company. (b) USE OF ASSETS. The assets of the Company have never been used in a manner that would be in violation of any of the Environmental Laws. (c) PERMITS. The Company has not obtained and is not required to obtain, and Sellers have no knowledge of any reason Buyer will be required to obtain, any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment owned by the Company by reason of any Environmental Laws. (d) SUPERFUND LIST. None of the former or present assets of the Company are or have been listed on any federal or state list of sites for which investigation or remediation under Environmental Laws has occurred or is anticipated, nor are any of the Company's assets subject to any liens arising under Environmental Laws. (e) HAZARDOUS MATERIALS. There are no aboveground or underground storage tanks, PCB-containing equipment, or asbestos-containing materials at, on, or under any of the Company's Facilities which contain Hazardous Materials. There is no radon or other Hazardous Material present in the ambient air at the Facilities in excess of permissible limits established by Environmental Law or for which redemption or control is anticipated or ongoing. The Company does not have any liability, whether contingent or actual, with respect to Hazardous Materials that have been released at any property adjacent to or geologically or hydrologically connected with the Company's Facilities. 17 There are no Hazardous Materials present on or in the environment at the Company's Facilities or at a geologically or hydrologically adjoining property, including any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether movable or fixed) or other container, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Company's assets, or incorporated in to any structure therein or thereon. There has been no Release or, to the knowledge of Sellers, threat of Release, of any Hazardous Materials at or from the Company's Facilities or at any other location where any Hazardous Materials generated at the Company's Facilities have been treated, stored, transferred, recycled, or disposed, and the Company has not received, and has no basis to expect, any actual or threatened order, notice, or other communication from any governmental authority or private citizen, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any investigation, remediation, or payment of penalties with respect to any of the Company's Facilities or any other properties or assets at which Hazardous Materials were transported, treated, stored, handled, transferred, disposed, recycled, or received. (f) REPORTS. The Company has delivered to Buyer true and complete copies and results of all reports, studies, analyses, tests, and monitoring results possessed or commissioned by the Company or its predecessors pertaining to Hazardous Materials or compliance with Envir