STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT dated as of the 28th day of May 2001 (the
"Effective Date"), by and between Lingo Media Inc. (f/k/a Alpha Communications
Corp.), an Ontario corporation (the "Seller"), and 1476848 Ontario Inc. an
Ontario corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, AlphaCom Corporation, a Delaware corporation (the "Corporation"),
has issued and outstanding 44,400,000 shares of common stock, $ 0.0001 par value
per share (the "Common Stock");
WHEREAS, the Seller is the record and beneficial holder of 44,000,000
shares of Common Stock (the "Shares"); and
WHEREAS, the Purchaser desires to acquire from the Seller, and the Seller
desires to sell to the Purchaser, the Shares on the terms and subject to the
conditions set forth herein, as provided herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
respective meanings set forth below:
"Code" means the Internal Revenue Code of 1986, as amended from time to
time, any successor statute thereto and all final or temporary regulations
promulgated thereunder and generally applicable published rulings entitled to
precedential effect.
"GAAP" means generally accepted accounting principles in the United States
of America in effect from time to time.
"Governmental Body" means any federal, state, local or foreign governmental
authority or regulatory body, any subdivision, agency, commission or authority
thereof, or any quasi-governmental or private body exercising any regulatory
authority thereunder and any person directly or indirectly owned by and subject
to the control of any of the foregoing, or any court, arbitrator or other
judicial or quasi-judicial tribunal.
"Lien" means any mortgage, charge, pledge, lien, security interest, claim,
encumbrance or restriction, of any kind or nature.
"Person" means an individual, partnership, limited liability company, joint
venture, corporation, trust, unincorporated organization or other entity or a
government or other department or agency thereof.
ARTICLE II
PURCHASE AND SALE
Purchase and Sale of Shares and Payment of Purchase Price. Subject to the
terms and conditions and in reliance upon the representations and warranties
herein set forth, the Purchaser and the Seller hereby agree that:
The Seller hereby sells and shall, simultaneously with the execution of
this Agreement, deliver to the Purchaser certificates for the Shares, duly
endorsed in blank or accompanied by stock powers in blank, free and clear of all
Liens.
The Purchaser hereby purchases from the Seller the Shares and shall,
simultaneously with the execution of this Agreement, pay to the Seller an
aggregate of One Hundred and Fifty Thousand Canadian Dollars ($150,000) (the
"Purchase Price") to be paid as follows:
(i) US$14,229.75 (CDN $ 21,771.52) Promissory Note which was loaned to the
Seller on April 16, 2001 to retired and applied as consideration towards
the Purchase Price
(ii) CDN $ 128,338.48 to be paid in cash by wire transfer or bank draft to
the Seller from the Purchaser's attorney in trust.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser that:
Organization; Good Standing. To the Seller's knowledge, the Corporation is
a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware. To the Seller's knowledge, the Corporation has
the power and authority to conduct all of the business and activities conducted
by it and to own or lease all of the assets owned or leased by it. To the
Seller's knowledge, the Corporation is duly licensed or qualified to do business
and in good standing as a foreign corporation in all jurisdictions in which the
nature of the business and activities conducted by it and/or the character of
the assets owned or leased by it makes such qualification or license necessary
(such jurisdictions being listed in Schedule 3.01 hereto).
Authority Relative to and Validity of Agreement. The Seller has full right,
power, authority and legal capacity to enter into, execute and deliver this
Agreement and to assume and perform all of its obligations hereunder. The
execution and delivery of this Agreement and the performance by the Seller of
its obligations hereunder have been duly authorized by the Board of Directors of
the Seller and no further action or authorization on the part of or with respect
to the Seller, including, without limitation, any action or authorization by the
stockholders or other equity owners thereof, is necessary to authorize the
execution and delivery by it of, and the performance of its obligations under,
this Agreement. There are no contractual, statutory or other restrictions of any
kind upon the power and authority of the Seller to execute and deliver this
Agreement and to consummate the transactions contemplated hereunder and no
action, waiver or consent by any Governmental Body is necessary to make this
Agreement valid and binding upon the Seller in accordance with its terms. This
Agreement has been duly executed and delivered by the Seller and constitutes the
legal, valid and binding obligations of the Seller. This Agreement is
enforceable against the Seller in accordance with its terms, subject to (i)
applicable bankruptcy, insolvency, reorganization and moratorium laws and other
laws of general application affecting the enforcement of creditors' rights and
(ii) the fact that equitable remedies or relief (including, without limitation,
the remedy of specific performance) are subject to the discretion of the court
from which such relief may be sought.
Required Filings and Consents; No Conflict. The execution, delivery and
consummation of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (a) conflict with or violate (i) any
law, regulation, judgment, order or decree binding upon the Seller or (ii) any
provision of its Certificate of Incorporation or By-laws or similar governing
documents, or (b) conflict with or result in a breach of any condition or
provision of, or constitute a default (or an event that with notice or lapse of
time or both would become a default) under, or result in the creation or
imposition of any Lien upon any properties or assets of the Seller (including
the Shares) pursuant to, or cause or permit the acceleration prior to maturity
of any amounts owing under, any indenture, loan agreement, mortgage, deed of
trust, lease, contract, license, franchise or other agreement or instrument to
which the Seller is a party or which is or purports to be binding upon the
Seller or by which any of its properties are bound.
Section 3.04 Brokers. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by or on behalf of the
Seller in such a manner as not to give rise to any claim against the Seller or
the Purchaser, for a finder's fee, brokerage commission, advisory fee or other
similar payment.
Section 3.05 Shares. To the Seller's knowledge, the Shares have been duly
authorized, are legally and validly issued, and are fully paid and
nonassessable. To the Seller's knowledge, none of the Shares have been issued in
violation of any applicable state or federal securities laws. The Seller owns
the Shares and upon transfer thereof of the Purchaser in accordance with this
Agreement, the Purchaser will acquire the Shares, free and clear of all Liens.
Subject in part to the truth and accuracy of the Purchaser's
representations set forth in Article IV of this Agreement, the sale of the
Shares as contemplated by this Agreement is exempt from the registration
requirements of any applicable state and federal securities laws. The Seller has
not engaged in any general solicitation or advertising in connection with the
sale of the Shares.
Section 3.06 Consents and Approvals. Except for filings required under the
Securities and Exchange Act of 1934, as amended (the "Securities Exchange Act"),
no consent, authorization, order or approval of, or filing or registration with,
any Governmental Body or other Person is required for the execution and delivery
by the Seller of this Agreement and all other documents contemplated hereby and
the consummation by the Seller of the transactions contemplated by this
Agreement.
Section 3.07 Financial Statements; SEC Filings. The Seller heretofore has
delivered to the Purchaser true and complete copies of the Corporation's filings
made with the Securities and Exchange Commission (the "SEC") since the filing of
its Registration Statement on Form 10SB 12G, as filed with the Securities and
Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of
(a) the registration statement, together with any amendments thereto on Form
10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended (i)
December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance
sheet as of December 31, 2000, and the related audited consolidated statements
of operations, shareholders' equity and cash flow for the fiscal year then ended
(including the related notes and schedules), and the related opinion of KPMG
LLP, independent certified public accountants (the financial statements referred
to in this subparagraph being collectively referred to hereinafter as the "2000
Statements") and (ii) December 31, 1999, including audited consolidated balance
sheet as of December 31, 1999, and the related audited consolidated statements
of operations, shareholders' equity and cash flow for the fiscal year then ended
(including the related notes and schedules), and the related opinion of KPMG
LLP, independent certified public accountants (the financial statements referred
to in this subparagraph being collectively referred to hereinafter as the "1999
Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March
31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the
SEC Filings did not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The 2000 Statements, the 1999 Statements and the financial
statements of the Corporation included in the SEC Filings were prepared in
accordance with GAAP applied on a consistent basis, are true, complete and
correct in all material respects and present fairly the financial position of
the Corporation as of the dates and for the periods indicated.
Section 3.08 Tax Returns and Payments. To the Seller's knowledge, the
Corporation has timely filed all tax returns (federal, state and local) required
to be filed by it. All taxes shown to be due and payable on such returns, any
assessments imposed, and to the Seller's knowledge all other taxes due and
payable by the Corporation on or before the execution of this Agreement have
been paid or will be paid prior to the time they become delinquent. To the
Seller's knowledge, the Corporation has not been advised (i) that any of its
returns, federal, state or other, have been or are being audited as of the date
hereof, or (ii) of any deficiency in assessment or proposed judgment to its
federal, state or other taxes. The Seller has no knowledge of any liability of
any tax to be imposed upon the Corporation's properties or assets as of the date
of this Agreement that is not adequately provided for. To the Seller's
knowledge, the Corporation has not executed any waiver of any statute of
limitations on the assessment or calculation of any tax or governmental charge.
Section 3.09 Liabilities. To the Seller's knowledge, the Corporation has no
material obligations or liabilities and knows of no material contingent
obligations or liabilities not disclosed in the 2000 Statements, except current
liabilities as set forth in Schedule 3.09 hereto, and obligations entered into,
in the ordinary course of business subsequent to December 31, 2000, which
neither have, nor are reasonably expected to have, either in any individual case
or in the aggregate, a material adverse affect on the business, assets,
liabilities, financial condition or operations of the Company.
Section 3.10 No Material Adverse Change. To the Seller's knowledge, since
December 31, 2000, there has been no material adverse change in the assets,
properties, business, prospects, operations or condition (financial or
otherwise) of the Corporation and the Seller does not know of any such change
that is threatened, nor has there been any damage, destruction or loss
materially adversely affecting the assets, properties, business, prospects,
operations or condition (financial or otherwise) of the Corporation whether or
not covered by insurance.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to the Seller that:
Section 4.01 Organization and Good Standing. The Purchaser is a company
duly incorporated under the laws of the Province of Ontario, Canada. The
Purchaser has the power and authority to conduct all of the business and
activities conducted by it and to own or lease all of the assets owned or leased
by it. The Purchaser is duly licensed or qualified to do business and in good
standing as a foreign corporation in all jurisdictions in which the nature of
the business and activities conducted by it and/or the character of the assets
owned or leased by it makes such qualification or license necessary (such
jurisdictions being listed in Schedule 4.01 hereto).
Section 4.02 Authority Relative to and Validity of Agreement. The Purchaser
has full right, power, authority and legal capacity to enter into, execute and
deliver this Agreement and to assume and perform all of its obligations
hereunder. The execution and delivery of this Agreement and the performance by
the Purchaser of its obligations hereunder have been duly authorized by the
Board of Directors, or the equivalent thereof, of the Purchaser and no further
action or authorization on the part of or with respect to the Purchaser,
including, without limitation, any action or authorization by the stockholders
or other equity owners thereof, is necessary to authorize the execution and
delivery by it of, and the performance of its obligations under, this Agreement.
There are no contractual, statutory or other restrictions of any kind upon the
power and authority of the Purchaser to execute and deliver this Agreement and
to consummate the transactions contemplated hereunder and no action, waiver or
consent by any Governmental Body is necessary to make this Agreement valid and
binding upon the Purchaser in accordance with its terms. This Agreement has been
duly executed and delivered by the Purchaser and constitutes the legal, valid
and binding obligations of the Purchaser. This Agreement is enforceable against
the Purchaser in accordance with its terms, subject to (i) applicable
bankruptcy, insolvency, reorganization and moratorium laws and other laws of
general application affecting the enforcement of creditors' rights and (ii) the
fact that equitable remedies or relief (including, without limitation, the
remedy of specific performance) are subject to the discretion of the court from
which such relief may be sought.
Section 4.03 No Violation of Other Instruments or Obligations. The
execution, delivery and consummation of this Agreement and the consummation of
the transactions contemplated hereby do not and will not (a) conflict with or
violate (i) any law, regulation, judgment, order or decree binding upon the
Purchaser or (ii) any provision of its Certificate of Incorporation or By-laws
or similar governing documents, or (b) conflict with or result in a breach of
any condition or provision of, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or result in the
creation or imposition of any Lien upon any properties or assets of the
Purchaser pursuant to, or cause or permit the acceleration prior to maturity of
any amounts owing under, any indenture, loan agreement, mortgage, deed of trust,
lease, contract, license, franchise or other agreement or instrument to which
the Purchaser is a party or which is or purports to be binding upon the
Purchaser or by which any of its properties are bound.
Section 4.04 Consents and Approvals. Except for filings required under the
Securities Exchange Act, no consent, authorization, order or appeal of, or
filing or registration with, any Governmental Body or other person is required
for the execution and delivery by the Purchaser of this Agreement and all other
documents contemplated hereby and the consummation by the Purchaser of the
transactions hereby contemplated.
Section 4.05 Finder's Fees. The Purchaser has not incurred any liability
for finders or brokerage fees or agent's commissions in connection with this
Agreement or the transactions hereby contemplated.
Section 4.06 Purchase for Investment. The Purchaser is acquiring the Shares
for its own account and not with a view to the resale or distribution of all or
any portion of the Shares.
Section 4.07 Disclosure of Information. The Purchaser has had an
opportunity to discuss the Corporation's business, management and financial
affairs with directors, officers and management of the Corporation and has had
the opportunity to review the Corporation's operations and facilities and is
satisfied with the results thereof. The Purchaser has had an opportunity to ask
questions and receive answers from the Seller and the Corporation regarding the
terms and conditions of the sale of the Shares and the business, properties,
prospects and financial condition of the Corporation. The foregoing, however,
does not limit or modify the representations and warranties of the Seller in
Article III of this Agreement or the right of the Purchaser to rely thereon.
Section 4.08 Investment Experience. The Purchaser has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the Corporation pursuant to its purchase
of the Shares contemplated hereby and can bear the economic risk of its
investment.
Section 4.09 Restricted Securities. The Purchaser understands that the
Shares have not been registered under the Securities Act of 1933, as amended,
and accordingly, that the Purchaser may not be able to sell or otherwise dispose
of the Shares without registration thereof under the Securities Act unless an
exemption from such registration is available. The Purchaser consents that (i)
the certificate or certificates representing the Shares may be impressed with a
legend indicating that the Shares have not been registered under the Securities
Act and reciting that the transfer thereof is restricted; and (ii) stop transfer
instructions with respect to the Shares may be issued to any transfer agent,
transfer clerk, or other agent, at any time acting for the Corporation.
ARTICLE V
COVENANTS
Each of the Buyer and the Seller hereby severally agrees:
Section 5.01 Further Assurances. To proceed diligently to take or cause to
be taken all actions and to do or cause to be done all things necessary, proper
and advisable to perform the transactions contemplated by this Agreement,
including the execution and delivery of such further documents and instruments
as any party hereto may reasonably request.
Section 5.02 Compliance. To comply in all material respects with all
applicable rules and regulations of any Governmental Body in connection with the
execution, delivery and performance of this Agreement and the transactions
contemplated hereby; to use all reasonable efforts to obtain in a timely manner
all necessary waivers, consents and approvals and to take, or cause to be taken,
all other actions and to do, or cause to be done, all other things necessary,
proper or advisable to perform and make effective as promptly as practicable the
transactions contemplated by this Agreement.
Section 5.03 Notice. To give prompt notice to the other parties of any
material failure on its part, or on the part of any of its officers, directors,
employees or agents, to comply with or satisfy any covenant, condition or
agreement to be complied with or satisfied by it hereunder; provided, however,
that the delivery of any such notice shall not limit or otherwise affect the
remedies available hereunder to the party receiving such notice.
ARTICLE VI
CONDITIONS TO THE PURCHASER'S OBLIGATIONS
All obligations of the Purchaser under this Agreement are subject to the
fulfillment of each of the following conditions, any or all of which may be
waived in whole or in part by the Purchaser in its sole discretion:
Section 6.01 Seller's Performance. The Seller shall have performed and
complied with all covenants, agreements and conditions on its part required by
this Agreement to be performed or complied with by it prior to or as of the
Effective Date.
Section 6.02 This Agreement. The Purchaser shall have received a duly
executed original of this Agreement.
Section 6.03 Purchase Price. The Purchaser shall have received payment of
the Purchase Price in accordance with the terms of Section 2.01(b).
ARTICLE VII
CONDITIONS TO THE SELLER'S OBLIGATIONS
All obligations of the Seller under this Agreement are subject to the
fulfillment of each of the following conditions, any or all of which may be
waived in whole or in part by the Seller in its sole discretion:
Section 7.01 Purchaser's Performance. The Purchaser shall have performed
and complied with all covenants, agreements and conditions on its part required
by this Agreement to be performed or complied with by it prior to or at the
Effective Date.
Section 7.02 This Agreement. The Seller shall have received a duly executed
original of this Agreement.
Section 7.03 Shares. The Seller shall have received the certificates for
the Shares in accordance with the terms of Section 2.01(a).
ARTICLE VIII
INDEMNIFICATION
Section 8.01 By the Seller. The Seller agrees to indemnify and hold
harmless the Purchaser and its respective partners, directors, officers,
employees and agents (the "Purchaser Parties") against, and to reimburse the
Purchaser Parties on demand with respect to, any and all losses, liabilities,
obligations, suits, proceedings, demands, judgments, damages, claims, reasonable
expenses and costs (including, without limitation, reasonable fees, expenses and
disbursements of counsel) (collectively, "Losses") which each may suffer, incur
or pay by reason of (i) the breach by the Seller of any representation or
warranty made in this Agreement or in any agreement, certificate or other
document executed by and delivered to the Purchaser pursuant to the provisions
of this Agreement; or (ii) the failure of the Seller to perform any covenant or
agreement required by this Agreement or any agreement executed pursuant to the
provisions of this Agreement.
Section 8.02 By the Purchaser. The Purchaser agrees to indemnify and hold
harmless the Seller and its respective partners, directors, officers, employees
and agents (the "Seller Parties") against, and to reimburse the Seller Parties
on demand with respect to, any and all Losses which each may suffer, incur or
pay by reason of (i) the breach by the Purchaser of any representation or
warranty made by it in this Agreement or in any agreement, certificate or other
document executed by the Purchaser and delivered to the Seller pursuant to the
provisions of this Agreement; or (ii) the failure of the Purchaser to perform
any covenant or agreement required by this Agreement or any agreement executed
pursuant to the provisions of this Agreement.
Section 8.03 Indemnification Procedure. The Purchaser Parties and the
Seller Parties, as the case may be, (hereinafter, the applicable party or
parties being indemnified, the "Indemnified Party" and the party or parties
providing indemnity, the "Indemnifying Party") agree to give the Indemnifying
Party prompt written notice of the occurrence of any event which either party
asserts is an indemnifiable event hereunder. The Indemnifying Party shall be
entitled, at its or his sole cost and expense, to participate in and to control
the contest, defense, settlement or compromise (the "Defense") of any claim if
the Indemnifying Party shall agree in writing within fifteen (15) calendar days
after the receipt of notice of such claim that it is required, pursuant to this
Article, to indemnify the Indemnified Party for the full amount of such claim
(the "Claim Acknowledgement Procedure"). If the Indemnifying Party shall assume
the Defense of a claim hereunder, the Indemnified Party shall be kept informed
with respect to, and shall have the right to participate in, the Defense of any
such claim. If the Indemnifying Party does not assume the defense of a claim
within a reasonable time after notice thereof or, after assumption, does not
thereafter diligently pursue the Defense or does not comply with the Claim
Acknowledgement Procedure, the Indemnified Party shall be entitled to control
the Defense of such matter for the account and at the expense of the
Indemnifying Party. Notwithstanding the foregoing provisions of this Section,
the Indemnified Party shall have the sole right to control the Defense of any
claim if such claim is not a claim solely for monetary damages.
Section 8.04 Limitations on Indemnification. Neither any Purchaser Party,
on the one hand, nor any Seller Party, on the other hand, shall be entitled to
be indemnified pursuant to Sections 8.01 and 8.02, as the case may be, unless
and until the aggregate of all Losses incurred by the Purchaser Parties or the
Seller Parties, as the case may be, shall exceed $ 75,000.00 (the "Basket") and,
upon exceeding such amount, the Purchaser Parties or the Seller Parties, as the
case may be, shall be entitled to be indemnified for all Damages (other than the
initial $ 75,000.00 of Damages which comprised the Basket), on a dollar for
dollar basis; provided, that the maximum aggregate amount of indemnification
that may be received by the Purchaser Parties or the Seller Parties, as the case
may be, shall not exceed Canadian $ One Hundred and Fifty Thousand Dollars
(Canadian $150,000).
ARTICLE IX
MISCELLANEOUS
Section 9.01 Survival of Representations and Warranties. Subject to Article
VIII, all statements, certifications, indemnifications, representations and
warranties made herein by the parties to this Agreement, and their respective
covenants, agreements and obligations to be performed pursuant to the terms
hereof, shall survive the Closing notwithstanding (1) any due diligence or
examination or audit by or on behalf of any party hereto, (2) any notice of a
breach or of a failure to perform not waived in writing; or (3) the consummation
of the transactions hereby contemplated with knowledge of such breach or
failure; provided, however that all such statements, certifications,
indemnifications, representations and warranties contained herein shall
terminate on the third anniversary date of the Effective Date, unless written
notice of a claim of indemnification hereunder shall have been furnished within
such one (1) year period.
Section 9.02 Merger Provision. All prior or contemporaneous agreements,
contracts, promises, representations and statements, if any, among the parties
hereto as to the subject matter hereof, are merged into this Agreement. This
Agreement, together with all agreements, Schedules, Exhibits, documents and
other instruments to be attached hereto or delivered herewith sets forth the
entire understanding between the parties, and there are no terms, conditions,
representations, warranties or covenants other than those contained herein and
in such agreements, Schedules, Exhibits, documents and other instruments to be
attached hereto or delivered herewith.
Section 9.03 Amendment and Modification. No term or provision of this
Agreement may be amended, released, discharged or modified in any respect except
in writing signed by the party to be charged and only to the extent therein set
forth.
Section 9.04 Waiver. No waiver shall be deemed to be made by any of the
parties to any of its rights hereunder unless that waiver shall be in a writing
signed by the waiving party and only to the extent therein set forth.
(b) failure of any of the parties to exercise any power given such party
hereunder or to insist upon strict compliance by any other party with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall constitute a waiver of the right of any party to demand
precise compliance with the terms of the Agreement.
Section 9.05 Notices. All notices, consents, demands or other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and shall be deemed sufficiently given on (i) the day on
which delivered personally or by facsimile during a business day to the
appropriate location listed as the address below, (ii) three (3) business days
after the posting thereof by United States registered or certified first class
mail, return receipt requested with postage and fees prepaid, or (iii) one (1)
business day after deposit thereof for overnight delivery. Such notices,
consents, demands or other communications shall be addressed respectively:
As to the Seller Lingo Media Inc.
151 Bloor Street West, Suite 890
Toronto, Ontario
Canada M5S-1S4
Facsimile No.: (416) 927-1222
As to the Purchaser: 1476848 Ontario Limited
15 Glen Morris Street, Suite 4
Toronto, Ontario, Canada
Attn: William A. Montgomery
Facsimile No.: (416) 340-6231
or to any other address or facsimile number which such party may have
subsequently communicated to the other parties in writing.
Section 9.06 Governing Law. This Agreement shall be governed by, and
construed under and in accordance with, the laws of the State of New York
without giving effect to the conflict of laws principles thereof.
Section 9.07 Submission to Jurisdiction. Each party hereto hereby submits
to the non-exclusive jurisdiction of the state and federal courts located within
State of New York with respect to all suits and actions arising under or out of
this Agreement and each hereby waives any objection to the venue of any such
court with respect to any such suit or action.
Section 9.08 Captions. The captions and the table of contents appearing in
this Agreement are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope or intent of this Agreement or
any of the provisions hereof.
Section 9.09 Severability. If any term or provision of this Agreement, the
application thereof to any person, or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of the Agreement or the application of
such term or provision to persons or circumstances other than those as to which
it is held void or unenforceable shall not be affected thereby, and each term
and provision of the Agreement shall be valid and be enforced to the fullest
extent permitted by law.
Section 9.10 Publicity. Any communications and notices to third parties and
all other publicity concerning the transactions contemplated by this Agreement
(other than governmental or regulatory filings) shall be planned and coordinated
by and among the parties. Unless required by applicable law, none of the parties
shall disseminate or make public or cause to be disseminated or made public any
information regarding the transactions contemplated hereunder without the prior
written approval of the other parties, which approval shall not be unreasonably
withheld.
Section 9.11 Binding Effect; Assignments. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective heirs, legal
representatives, successors and permitted assigns. Neither this Agreement nor
any of the rights, interests or obligations hereunder shall be transferred or
assigned (by operation of law or otherwise) by any of the parties hereto without
the prior written consent of the other parties. Any transfer or assignment of
any of the rights, interests or obligations hereunder in violation of the terms
hereof shall be void and of no force or effect.
Section 9.12 Cumulative Rights and Remedies. The rights and remedies
provided for in this Agreement are cumulative and in addition to, and shall not
restrict or limit, any other rights and remedies available at law or in equity.
Section 9.13 Expenses of Transaction. The Buyer shall bear its own
expenses, and the Seller shall bear its own expenses, in respect of this
Agreement and the transactions contemplated hereby, whether or not such
transactions are consummated.
Section 9.14 Third Parties. Other than the parties hereto, no person shall
have any rights under or to enforce any provision of this Agreement.
Section 9.15 Counterparts. This Agreement may be executed in one or more
facsimile counterparts, each of which shall be deemed an original and all of
which taken together shall constitute a single agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
28th day of May 2001.
SELLER:
LINGO MEDIA INC.
By: /s/ Michael P. Kraft
------------------------------------------
Name: Michael P. Kraft
Title: President, CEO & Director
PURCHASER:
1476848 ONTARIO INC.
By: /s/ William A. Montgomery
-------------------------------------------
Name: William A. Montgomery
Title: President & Secretary
Schedule 3.01
None
Schedule 3.09
List of Outstanding Liabilities as of May 28, 2001 to be assumed
by the Purchaser:
Global Financial Press - Edgarization of SEC Filings US $ 3,435.43
Revenue Canada - GST Owed US $ 2,911.57
Lingo Media Inc. - Loans since June 2000 US $ 26,625.00
Schedule 4.01
None