PURCHASE AND SALE AGREEMENT
This Agreement of Purchase and Sale ("Agreement") is made this 30 day of
November, 1998 by and between Nugget Exploration, Inc. (the "Purchaser") a
Nevada corporation and Imaging Management Associates, Inc. (the "Seller") a
Colorado corporation, and provides for the Purchaser to acquire all of the
assets of two Imaging centers ("Imaging Center") located in Wilmington DE and
Cherry Hill NJ from the Seller, subject to liabilities assumed by Purchaser as
described in this Agreement.
WHEREAS, Purchaser desires to purchase and Seller desires to sell the
Imaging Centers, on the terms and subject to the conditions reflected below.
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, Purchaser and Seller hereby
agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the terms identified below in this Article I
shall have the meanings indicated, unless a different and common meaning of
the term is clearly indicated by the context. Variants and derivatives of the
following terms shall have correlative meanings to the extent that certain of
the definitions set forth below suggest, indicate, or express agreements
between or among parties to this Agreement. The parties to this Agreement
agree that agreements, representations, warranties, and covenants expressed in
any part or provision of this Agreement shall for all purposes of this
Agreement be treated in the same manner as other such agreements,
representations, warranties, and covenants contained elsewhere in this
Agreement, and the Article or Section of the Agreement within which such an
agreement, representation, warranty, or covenant appears shall have no
separate meaning or effect on the same.
1.1 Acquired Assets: The assets of the Seller being acquired by the
Purchaser pursuant to the terms hereof, as identified on Schedule 2.1 hereto,
and all other assets of the Seller, tangible or intangible (including
contractual, warranty, and other rights), the use or value of which is
inextricably linked to the assets so identified, or which relate to or arise
out of transactions of the Seller involving the assets so identified.
1.2 Affiliate: When used with respect to a person, an "affiliate" of
that person is a person Controlling, Controlled by, or under common Control
with that person.
1.3 Agreement: This Agreement of Purchase and Sale, including all of
its schedules and exhibits and all other documents specifically referred to in
this Agreement that have been or are to be delivered by a party to this
Agreement to another such party in connection with the Transaction (as defined
herein) or this Agreement, and including all duly adopted amendments,
modifications, and supplements to or of this Agreement and such schedules,
exhibits and other documents.
1.4 Assumed Liabilities: The liabilities of the Seller being assumed
by the Purchaser pursuant to this Agreement, as specifically identified in
Schedule 2.1 to this Agreement, and no other Liabilities of the Seller.
1.5 Audited Financial Statements: The Balance sheet, income
statement, statement of stockholders' equity and statement of cash flows or,
in each instance, equivalent statements as commonly provided to shareholders
of Purchaser.
1.6 Closing: The completion of the Transaction, to take place as
described in Article II.
1.7 Closing Date: The date on which the Closing actually occurs, which
shall be November 30, 1998, unless otherwise agreed by the parties, but shall
not in any event be prior to satisfaction or waiver of the conditions to
Closing set forth in Article VIII hereof.
1.8 Closing Time: The time at which Closing actually occurs. All
events that are to occur at the Closing Time shall, for all purposes, be
deemed to occur simultaneously, except to the extent, if at all, that a
specific order of occurrence is otherwise described.
1.9 Consideration: The net sum of $2,500,000 payable by Purchaser to
Seller of 1,250,000 shares of the restricted $.001 par value common stock of
Purchaser valued at $2.00 per share for the Acquired Assets.
1.10 Exchange Act: The Securities Exchange Act of 1934, as amended to
the date as of which any reference thereto is relevant under this Agreement,
including any substitute or replacement statue adopted in place or lieu
thereof.
1.11 Securities Act: The Securities Act of 1933, as amended to the date
as of which any reference thereto is relevant under this Agreement, including
and substitute or replacement statue adopted in place or lieu thereof.
ARTICLE II
THE TRANSACTION
2.1 The Transaction. On the Closing Date, and at the Closing Time,
subject in all instances to each of the terms, conditions, provisions and
limitations contained in this Agreement, the Seller shall sell, transfer,
convey, and assign to the Purchaser, by instruments satisfactory in form and
substance to the Purchaser and its counsel, and the Purchaser shall acquire
from the Seller, the Acquired Assets, subject to the Assumed Liabilities, and
only those Liabilities and no others, in exchange for the Consideration. The
Seller represents that the assets included on Exhibit 2.1 hereto are all the
assets reasonably necessary for the conduct of the Acquired Assets in the
ordinary course in the same manner as that in which such business has been
conducted in the immediate past, including, without limitation, all
Proprietary Rights of the Seller so used in the ordinary conduct of the
Acquired Business and all contract, warranty, and other intangible rights
relating to or arising out of such Acquired Business. Neither the Purchaser
nor any of its Affiliates is assuming, becoming liable for, agreeing to
discharge in any manner, becoming in any way responsible for any of the
Liabilities of the Seller other than those expressly identified on Schedule
2.1 and adopted by the Purchaser in this section 2.1.
2.2 Manner of Payment. Payment of the Consideration by the Purchaser
shall be made in the form of a stock certificate with a restrictive legend
pursuant to rule 144.
2.3 Closing. The Closing hereunder shall take place at the offices of
the respective Seller and Purchaser, or at such other place as the Purchaser
and the Seller may agree upon, on the Closing Date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to the Seller:
3.1 Organization and Qualification. The Purchaser is a corporation
duly organized, validly existing, and in good standing under the laws of
Nevada, and has the requisite corporate power and authority to enter into and
perform this Agreement. True, complete and correct copies of the Purchaser's
charter and bylaws, as presently in effect, have been delivered to the Seller
and no amendments to them are pending.
3.2 Subsidiaries. Other than the subsidiaries of the Purchaser listed
in Schedule 3.2 hereto, the Purchaser has no Subsidiaries.
3.3 Authority Relative to This Agreement. The Purchaser has the
requisite corporate power and authority to enter into this agreement and to
carry out its obligations hereunder. The Board of Directors of the Purchaser
has duly authorized the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
and approved by the requisite level of corporate authority of Purchaser and no
other corporate proceedings on the part of the Purchaser are necessary to
approve and adopt this Agreement or to approve the consummation of the
Transactions contemplated hereby, including delivery of the Consideration.
This Agreement has been duly and validly executed and delivered by the
Purchaser and constitutes a valid and binding Agreement of the Purchaser,
enforceable in accordance with its terms.
3.4 Absence of Breach; No Consents. To the best of Purchaser's
knowledge, the execution, delivery and performance of this Agreement, and the
performance by Purchaser of its obligations hereunder except for compliance
with any regulatory or licensing laws applicable to Purchaser (and to the
extent within its control), will be satisfied in all material respects prior
to the Closing) and do not, except as disclosed in schedule 3.4, (1) conflict
with, and will not result in a breach of, any of the provisions of the
Articles of Incorporation or bylaws of Purchaser or of any of its
subsidiaries; (2) contravene any law, rule or regulation of any State or
Commonwealth or of the United States, or of any applicable foreign
jurisdiction, or any order, writ, judgment, injunction, decree, determination,
or award affecting or binding upon the Purchaser or any of its Subsidiaries,
in such a manner as to provide a basis for enjoining of otherwise preventing
consummation of the Transaction; (3) conflict with or result in a material
breach of or default under any material indenture or loan or credit Agreement
or any other material Agreement or instrument to which Purchaser or any of its
subsidiaries is a party, in such a manner as to provide a basis for enjoining
or otherwise preventing a consummation of the Transaction; (4) require the
authorization, consent approval or license of any third party of such a nature
that the failure to obtain the same would provide a basis for enjoining or
otherwise preventing consummation of the Transaction.
3.5 Issuance of Purchaser Shares. All of the Purchaser Shares required
to be issued by the Purchaser to the Seller, in accordance with the terms and
subject to the conditions set forth in this Agreement, shall, upon issuance
and delivery, be duly authorized, validly issued, fully paid and
non-assessable and free from all liens or contractual restrictions or
limitations whatsoever, except as set forth in this Agreement and that such
Shares will not have been registered pursuant to the Securities Act and
applicable State laws.
3.6 Financial Statement: Books and Records. To the best of the
Purchaser's knowledge, the Purchaser Financial Statements (as defined below)
fairly present its financial position, business and operation, and are
maintained in accordance with reasonable business standards and do not fail to
reflect any material activity, charge, expense, income or other action or
attribute of the Purchaser. A true and complete copy of the Purchaser's 10-K
for year ended May 31, 1998 and for 10-Q for the quarter ended August 31, 1998
have been delivered to the Seller. Such financial statements have been
prepared in accordance with generally accepted accounting principles
consistently applied and accurately reflect the Purchaser's business,
operations, financial results, financial position, expenses, incomes, assets
and liabilities and are complete in all material respects as of their
respective dates.
3.7 Capitalization. Schedule 3.7 hereto sets forth the Purchaser's
authorized, issued and outstanding securities, as well as its outstanding
options and securities reserved for issuance. Except as disclosed on Schedule
3.7, the Purchaser is not aware of any voting trusts, voting agreements,
proxies or other agreements, instruments or undertakings (whether oral or in
writing) with respect to the voting of shares of capital stock of the
Purchaser.
3.8 Litigation. Other than as described in Schedule 3.8, there is no
claim pending or, to the best knowledge of the Purchaser, threatened against
the Purchaser, nor is there any order outstanding against the Purchaser.
3.9 Tax Matters.
(a) The Purchaser has filed all tax returns required to be
filed with any taxing authority in respect of all
relevant taxes and in accordance with all tax sharing
agreement to which the Purchaser may be a party and
has paid or caused to be paid of the Purchaser except
for liens for taxes not yet due and payable. The
Purchaser has not executed a waiver of the statue of
limitations on the right of the IRS or any other
taxing authority to assess additional taxes or to
contest the income or loss with respect to any tax
return.
(b) No audit of the Purchaser's tax returns by any taxing
authority is currently pending or to the best of the
Purchaser's knowledge threatened, and no issues have
been raised by any taxing authority in connection with
any tax returns. No material issues have been raised
in any examination by any taxing authority with
respect to the Purchaser which reasonably could be
expected to result in a proposal deficiency for any
other period not so examined, and there are no
unresolved issues or unpaid deficiencies relating to
such examinations.
3.10 Brokers. No Broker, finder, or investment banker is entitled to
any brokerage, finders, or other fee or commission in connection with this
Agreement or the Transaction or any related transaction based upon any
agreement, written or oral, made on behalf of Purchaser or any of its
Subsidiaries.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Purchaser as follows:
4.1 Organization and Qualification. The Seller is a corporation duly
organized, validly existing, and in good standing under the laws of Colorado
and has the requisite corporate power and authority to carry on its business
as it is now being conducted. The Seller is duly qualified as a foreign
corporation to do business, and is in good standing, in the jurisdiction where
the character of the properties owned or leased by it, or the nature of its
activities, is such that qualification as a foreign corporation in that
Jurisdiction is required by law.
4.2 Authority Relative to This Agreement. This Agreement has been duly
and validly executed and delivered by the Seller and constitutes a valid and
binding Agreement of the Seller enforceable in accordance with its terms. The
seller has all corporate power and requisite corporate power and authority to
enter into this Agreement and to carry out the Transaction contemplated
hereby, and its doing so has been duly and sufficiently authorized. This
Agreement, does not, except as disclosed in Schedule 4.2, (1) conflict with or
result in a breach of any of the provisions of the Articles of Incorporation
or Bylaws of the Seller or of any of its Subsidiaries; (2) contravene any law,
ordinance, rule, or regulation of any State or Commonwealth or political
subdivision of either or of the United States (except for compliance with
regulatory or licensing laws all of which, to the extent applicable to the
Seller.
4.3 Absence of Breach; No Consents. The execution, delivery, and
performance of this Agreement and the performance by Seller of its obligations
hereunder except for compliance with any regulatory or licensing laws
applicable to Seller (and to the extent within its control), does not (1)
conflict with, and will not result in a breach of, any of the provisions of
the Articles of Incorporation or bylaws of Seller or of any of its
subsidiaries; (2) contravene any order, writ, judgment, injunction, decree,
determination, or award of any court or other authority having jurisdiction,
or cause the suspension or revocation of any authorization, consent, approval,
or license, presently in effect, which affects or binds, the Seller or all or
any part of the Acquired Business or any material properties of the Acquired
Business, except in any such case where such contravention will not have a
material adverse effect on the business, condition (financial or otherwise),
operations or prospects of the Acquired Business and will not have a material
adverse effect on the validity of this Agreement or on the validity of the
consummation of the Transaction; (3) conflict with or result in a material
breach of or default under any material agreement or instrument to which the
Seller or any of part of the Acquired Assets are a party or by which any of
the material properties of the Acquired Assets may be affected or bound; (4)
other than consents disclosed on the Acquired Assets Disclosure Document,
require the Authorization, consent, approval, or license of any third party;
or (5) constitute grounds for the loss or suspension of any permits, licenses,
or other authorization used with the Acquired Assets.
4.4 Brokers. No Broker, finder, or investment banker is entitled to
any brokerage, finders or other fee or commission in connection with this
Agreement or the Transaction or any related transaction based upon any
agreement, written or oral, made on behalf of Seller or any of its
Subsidiaries. The Seller does not have any obligations to
pay finder's or broker's fees or commissions in connection with the exercise
of options to renew or extend real estate leases to which the Seller is a
party.
4.5 Financial Statements. The Seller has heretofore delivered to the
Purchaser the Following:
Schedule 4.5 consists of the unaudited statement of assets and
liabilities arising from cash transactions of the Seller as of December
31, 1997 and the unaudited statement of assets and liabilities arising
from cash transactions of the Seller as of October 31, 1998 and the
related statements of income and expense arising from cash transactions
for the periods then ended (collectively the "Financial Statements").
The Financial Statements fairly represent the financial position of the
Seller as at such dates and the results of its operations for the year
and period then ended. The Financial Statements were prepared on a cash
basis applied on a consistent basis with prior periods. The books of
account and other records of the Seller, financial or otherwise, are in
all material respects, complete and correct and are maintained in
accordance with good business and accounting practices.
The Seller hereby agrees to deliver to the Purchaser within 60 days of
the date hereof, the audited balance sheet as of December 31,1997 and
the unaudited balance sheet of October 31,1998 and the related
statements of operations for the year and period then ended
(collectively the "Updated Financials"), all fairly reflecting the
financial position of the Seller as at such dates and the results of its
operations for the year and period then ended. The Updated Financials
shall be prepared at the Seller's sole expense. The Financial
Statements must be reviewed and accepted to the satisfaction of
Purchaser and Park Street Investments, Inc. (a shareholder) prior to
release of the Consideration.
Taxes.
(a) The seller has paid or caused to be paid except as described
in Schedule 4.5(a) all federal, state, local, foreign, and
other taxes, including without limitations, income taxes,
estimated taxes, alternative minimum taxes, exercise taxes,
sales taxes, use taxes, value-added taxes, gross receipt
taxes, franchise taxes, capital stock taxes, employment
taxes and payroll-related taxes, withholding taxes, stamp
taxes, transfer taxes, windfall profit taxes, environmental
taxes and property taxes, whether or not measured in whole
or part by net income, and all deficiencies, or other
addition to tax, interest, fines and penalties owned by it
(collectively, "Taxes"), required to be paid by it for all
periods prior to and through the date hereof, whether
disputed or not.
(b) The Seller has, in accordance with applicable law filed all
federal, state, local and foreign tax returns required to be
filed by it through the date hereof, and all these returns
correctly and accurately contain the amount of any Taxes
relating to the applicable period. A list of all federal,
state, local and foreign income tax returns filed with
respect to the Seller for taxable periods ended on or after
December 31, 1995 is provided in Schedule 4.5(b). For each
taxable period the Seller ended on or after December 31,
1995, the Seller has delivered (or will deliver within (60)
days of the date hereof) to the Purchaser correct and
complete copies of all Federal, state, local and foreign
income tax returns, examination reports and statements of
deficiencies assessed against or agreed to by the Seller.
(c) Neither the IRS nor any other governmental authority is
except as described in Schedule 4.5(c) asserting or, to the
knowledge of the Seller threatening to assert against the
Seller any deficiency or claim for additional Taxes. No
claim has ever been made by a authority in a jurisdiction
where the Seller does not file reports and returns that the
Seller is or may be subject to taxation by that
jurisdiction. There are no security interests on any of the
assets of the Seller that arose in connection with any
failure (or alleged failure) to pay any Taxes.
(d) Except as described in Schedule 4.5(d), there has not been
any audit of any tax return filed by the Seller, no audit is
in progress, and the Seller has not been notified by any tax
authority that any audit is contemplated or pending. Except
as described in schedule 4.5(d): (I) no extension of time
with respect to any date on which a tax return was or is to
be filed by the Seller is in force; (ii) no waiver or
agreement by the Seller is in force for the extension of
time for the assessment or payment of any Taxes; and (iii)
no agreement with any taxing authority is in force for an
extension of the statue of limitations for an audit.
(e) For purpose of this agreement, all references to Sections of
the code shall include any predecessor provisions to those
Sections and any similar provisions of federal, state, local
or foreign law.
4.6 Litigation. Other than as described in Schedule 4.6, there is no
claim pending or, to the best knowledge of the Purchaser, threatened against
the Seller, nor is there any order outstanding against the Seller.
4.7 Receivables. All outstanding accounts receivables (trade or other)
of the Seller shown in the Financial Statements are bona fide, arose in the
ordinary course of business at the aggregate amounts thereof and, to the
knowledge of the Seller, has no reason to believe that such receivables are
not current and collectable in full within __________(___) days of the date
hereof. No account is more than ________( ) days overdue, except as
disclosed on Schedule 4.7. In addition, except as otherwise set forth on
Schedule 4.7, to the knowledge of the Seller, none of such accounts receivable
are subject to any stated claim or offset, recoupment, set-off or
circumstances giving rise to any such claims against it. No such accounts
receivable are contingent upon the performance by the Seller of any obligation
or contract and no person or entity has any lien on such receivables, or any
part thereto, and no agreement for deduction or discount has been made with
respect to any such receivables.
4.8 Insurance. The physical properties and assets of the Seller are
insured to the extent disclosed in Schedule 4.8 (including all professional
liability insurance policies) and all those insurance policies and
arrangements are in full force and effect, all premiums with respect to those
policies and arrangements are currently paid, and the Seller is in compliance
in all material respects with their terms. That insurance is adequate and
customary for the business engaged in by the Seller and is sufficient for
compliance by the Seller with all requirements of the law and all agreements
and leases to which The Seller is a party.
4.9 Licenses; Permits; Compliance. The Seller posses all licenses and
other required governmental or official approvals, permits, consents and
authorizations (as listed on Schedule 4.9 attached to this Agreement), the
failure of which to posses would, individually or in the aggregate, have a
material adverse effect on the business, financial condition, operations,
prospects or result of operations of the Seller. The Seller is in compliance
with: (i) the terms of all contractual obligations which directly or
indirectly affect the Seller; (ii) all laws rulings or other decisions on any
governmental or other regulatory authority, court or arbitrator having
jurisdiction over the Seller. The Seller has furnished the Purchaser true and
correct copies of all correspondence from all governmental authorities
asserting that the Seller is not, was not or may not have been in compliance
with all applicable laws, rules, regulations, judgments, orders or decrees.
Compliance with laws: The Seller has complied in all material respects with
all federal, state, county and local laws, ordinances, regulations,
inspections, orders, judgments, injunctions, awards or decrees applicable to
it or its business which, if not complied with, would materially and aversely
affect the business.
4.10 Full Disclosure. No representation or warranty by the Seller in
this Agreement or in any document or Schedule to be delivered by it pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished to the Purchaser pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state
any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the business of the Seller. There is no fact, development or
threatened development (except for general economic conditions affecting
business generally) which the Seller has not disclosed to the Purchaser in
writing and which materially adversely affects the business of the Seller.
ARTICLE V
COVENANTS
5.1 Corporate Examinations and Investigations. Prior to the Closing
Date, the Purchaser and the Seller shall each be entitled, through their
employees and representatives, to make such investigation of the assets,
properties, business and operations, books, records and financial condition of
the other as they each may reasonably require. Any such investigation and
examination shall be conducted at reasonable time and under reasonable
circumstances, and each party shall cooperate fully therein. No investigation
by a party hereto shall, however, diminish or waive in any way any of the
representations, warranties, covenants or agreements of the other party under
this agreement. All representations and warranties of Seller have been
specifically set forth herein. In order that each party may have the full
opportunity to make such business, accounting and legal review, examination or
investigation as it may wish of the business and affairs of the other, each
party shall furnish the other during such period with all such information and
copies of such documents concerning the affairs of it as the other may
reasonably request and cooperate fully in connection with such review and
examination and to make full disclosure to the other parties all material
facts affecting its financial condition and business operations. Following
the Closing Date, the Seller shall provide the Purchaser access to records of
the Seller as required and on reasonable notice by the requesting party.
5.2 Expenses. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
5.3 Further Assurances. The parties shall execute such documents and
other papers and take such further action as may be reasonably required to
carry out the provisions hereof and the transactions contemplated hereby.
Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing, including, without limitation,
the execution and delivery of any documents or other papers, the execution
and delivery of which are conditions precedent to the Closing.
5.4 Confidentiality. In the event transactions contemplated by this
Agreement are not consummated, the Purchaser and Seller each agree to
forever keep confidential any information disclosed to the other in connection
therewith; provided, however, such obligation shall not apply to information
which (i) at the time of disclosure was public knowledge; (ii) after the time
of disclosure becomes public knowledge (except due to the action of the
receiving party); (iii) the receiving party had within its possession at the
time of disclosure: or (iv) is required to be disclosed by federal securities
law or other applicable law.
5.5 Future Employment. Dr. Leonard Vernon agrees to enter into an
employment agreement (the "Employment Agreement") with the Purchaser in the
form attached hereto as Exhibit 5.5 to serve as the Purchaser's Chief
Executive Officer and President.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASER TO CLOSE
The obligation of the Purchaser to enter into and complete the Closing
is subject, at the option of the Purchaser, to the fulfillment on or prior to
the Closing Date of the following conditions, any one or more of which may be
waived by the Purchaser in writing.
6.1 Due Diligence Review. The Purchaser's satisfactory completion of
its due diligence review of the Sellers' assets, properties, business and
operations, books, records and financial condition. Dr. Vernon and other
representatives and employees of the Seller shall be available to assist the
Purchaser in conducting its due diligence review. The Purchaser's due
diligence review period shall be for no more than forty-five (45) days from
the date hereof.
6.2 Representations and Covenants. The representations and warranties
of the Seller contained in the Agreement shall be true in all material
respects. The Seller shall have performed and complied in all material
respects with all covenants and agreement required by this Agreement to be
performed or complied with by the Seller on or prior to the Closing Date.
6.3 Governmental Permits and Approvals: corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required
for the lawful consummation of the Closing shall have been obtained. The
Seller shall have delivered to the Purchaser resolutions by its Board of
Directors certified by the Secretary of the Seller authorizing the
transactions contemplated by the Agreement.
6.4 Third Party Consents. All consents, permits and approvals from
parties to any contracts, loans agreements or other agreements with the Seller
which may be required in connection with the performance of the Seller of its
obligations under such contracts or other agreements after the Closing Date
shall have been obtained.
6.5 Satisfactory Business Review. The Purchaser shall have in good
faith reasonably satisfied itself, after receipt of the documents and
schedules of the Seller and after the Purchaser and its representatives have
completed the review of the business of the Seller contemplated by this
Agreement, that none of the information revealed in, or in the reasonable
opinion of the purchaser may result in, a material adverse change in the
assets, properties, business, operations or condition (financial or otherwise)
of the Seller.
6.6 Litigation. No action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted
or threatened by any governmental or regulatory body to restrain, modify or
prevent the carrying out of the transactions contemplated hereby or to seek
damages or a discovery order in connection with such transaction, or which has
or may have, in the reasonable opinion of the Seller, a materially adverse
effect on the assets, properties, business, operations or condition (financial
or otherwise) of the Purchaser.
6.7 No Reverse Split. As a material term hereto and a condition to
Purchaser entering into this Agreement, Purchaser and its predecessor(s) agree
that for a period of twelve (12) months from the date of Closing, there will
be no reverse stock splits without the prior written consent of the existing
directors of Purchaser as of the date immediately prior to the Closing of this
Agreement.
6.8 Asset Sale and release of certain Liabilities. Seller acknowledges
that Purchaser currently owns certain assets which exist at the time of this
Agreement and that Purchaser is attempting to sell or transfer such assets to
generate proceeds for the purposes of settling certain debts of Purchaser that
also exist at the time of this Agreement. Seller, Dr. Vernon and or their
assigns will ensure that no party other then Ms. MacGuire and or her designees
receive proceeds from such sale or transfer. Seller, Dr. Vernon and or their
assigns will further use their best efforts to assist Purchaser with signing
additional documents to consummate such sale or transfer as Purchaser
reasonably requires. In consideration of this paragraph, Ms. MacGuire
represents that upon receipt of proceeds from such sale or transfer Ms.
MacGuire will release Purchaser of any and all liabilities owed to Ms.
MacGuire that exist at the time of this Agreement. Ms. MacGuire will further
use her best efforts to obtain similar releases from Ms. Dee MacQueen and Mr.
Robert Jerry Hand.
ARTICLE VII
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE SELLER TO CLOSE
The obligation of the Seller to enter into and complete the Closing is
subject, at the option of the Seller, to the fulfillment on or prior to the
Closing Date of the following conditions, any one or more of which may be
waived by the Seller in writing.
7.1 Due Diligence Review. The Seller's satisfactory completion of its
due diligence review of the Purchasers' assets, properties, business and
operations, books, records and financial condition. Ms. MacGuire and other
representatives and employees of the Purchaser shall be available to assist
the Seller in conducting its due diligence review. The Seller's due diligence
review period shall be for no more than forty-five (45) days from
the date hereof.
7.2 Representations and Covenants. The representations and warranties
of the Purchaser contained in the Agreement shall be true in all material
respects. The Purchaser shall have performed and complied in all material
respects with all covenants and agreement required by this Agreement to be
performed or complied with by the Seller on or prior to the Closing Date.
7.3 Governmental Permits and Approvals: corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required
for the lawful consummation of the Closing shall have been obtained. The
Purchaser shall have delivered to the Seller resolutions by its Board of
Directors certified by the Secretary of the Purchaser authorizing the
transactions contemplated by the Agreement.
7.4 Third Party Consents. All consents, permits and approvals from
parties to any contracts, loans agreements or other agreements with the
Purchaser which may be required in connection with the performance of the
Purchaser of its obligations under such contracts or other agreements after
the Closing Date shall have been obtained.
7.5 Satisfactory Business Review. The Seller shall have in good faith
reasonably satisfied itself, after receipt of the documents and schedules of
the Purchaser and after the Seller and its representatives have completed the
review of the business of the Purchaser contemplated by this Agreement, that
none of the information revealed in, or in the reasonable opinion of the
purchaser may result in, a material adverse change in the assets, properties,
business, operations or condition (financial or otherwise) of the Purchaser.
7.6 Litigation. No action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted
or threatened by any governmental or regulatory body to restrain, modify or
prevent the carrying out of the transactions contemplated hereby or to seek
damages or a discovery order in connection with such transaction, or which has
or may have, in the reasonable opinion of the Purchaser, a materially adverse
effect on the assets, properties, business, operations or condition (financial
or otherwise) of the Seller.
ARTICLE VIII
MISCELLANEOUS
8.1 Publicity. Except as required by applicable federal securities law
or other law, no publicity release or announcement concerning this Agreement
or the transactions contemplated hereby shall be issued by either party at any
time from the signing hereof without advance approval in writing of the form
and substance thereof by the other party.
8.2 Notices. Any notice or other communication required or which may
given hereunder shall be writing by a party or by an attorney to a party and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered, or express mail, postage
prepaid, and shall be deemed given when so delivered personally, telegraphed,
telexed or sent by facsimile transmission or if mailed, four (4) days after
the date of mailing, as follows:
if to the Purchaser
Mary MacGuire
Nugget Exploration, Inc.
815 Durbin Street
Casper, Wyoming 82601
if to Seller
Imaging Management Associates, Inc.
C/O Dr. Leonard Vernon
2051 Springdale Road
Cherry Hill, NJ 08003
Any party may, by notice given in accordance with this Article to the
other parties, designate another address or person for receipt of notice
hereunder.
8.3 Entire Agreement. This Agreement (including the Exhibits and
Scheduled hereto) contain the entire agreement among the parties with respect
to the Transaction between Seller and Purchaser and supersede all prior
agreements, written or oral, with respect thereto.
8.4 Waivers and Amendments. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver of any part of any right, power or
privilege hereunder, preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder. The rights
and remedies herein provided are cumulative and are not exclusive of any
rights or remedies of any part based upon, arising out of, or otherwise in
respect of, any inaccuracy in, or breach of, any representations, warranty,
covenant or agreement contained in this Agreement and shall in no way be
limited by the fact that the act, omission, occurrence or other state of facts
upon which the claim of any inaccuracy or breach is based, may also be the
subject matter of any other representation, warranty, covenant or agreement
contained in this Agreement (or in any other agreement between the parties) as
to which there is no inaccuracy or breach.
8.5 Indemnification. All representations, warranties, covenants and
agreements made herein and in the Exhibits attached hereto shall survive the
execution and delivery of this Agreement and payment pursuant thereto. Seller
hereby agrees, jointly and severally, to indemnify, defend, and hold Purchaser
harmless from and against any damage, loss liability, or expense (including,
without limitation, reasonable expenses of investigation and reasonable
attorney's fees) arising out of any material breach of any representation,
warranty, covenant, or agreement made by Seller to Purchaser in this Agreement
and Purchaser hereby agrees, jointly and severally, to indemnify, defend, and
hold Seller harmless from and against any damage, loss liability, or expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorney's fees) arising out of any material breach of any
representation, warranty, covenant, or agreement made by Purchaser to Seller
in this Agreement.
8.6 Governing Law. This Agreement shall be governed and construed
solely in accordance with the laws of the State of Nevada.
8.7 No Assignment. This Agreement is not assignable except by
operations of Law.
8.8 Exhibits And schedules. The Exhibits and Schedules to this
Agreement are a part of this Agreement as if set forth in full herein.
8.9 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
8.10 Severability of Provisions. The invalidity or unenforceability of
any term, phase, clause, paragraph, restriction, covenant, agreement, or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provisions or any part thereof.
8.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original
copy hereof, but all of which together shall be considered but one and the
same document.
8.12 Attorney's Fees and Costs. In connection with any litigation
arising out of the Agreement or the parties relationship as contemplated
herein, each party shall pay its own attorney's fees and court costs and any
and all fees in connection with any appellate proceeding occasioned as a
result thereof.
8.13 Gender. Whenever the context may require, any pronouns used
herein shall include the corresponding masculine, feminine or neuter forms and
the singular form of nouns and pronouns shall include the plural and vice
versa.
8.14 Litigation. Venue for any litigation hereunder shall be in the
Circuit Court of Baker County, Nevada.
8.15 Construction. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.
ATTEST: NUGGET EXPLORATION, INC.
/s/ Tyson Schiff
- --------------------- By:-----------------------------
Secretary Tyson Schiff
President
ATTEST: IMAGING MANAGEMENT ASSOCIATES, INC.
/s/ Dr. Leonard Vernon
- --------------------- By:-----------------------------
Secretary Dr. Leonard Vernon
CEO, President
SCHEDULES & EXHIBITS
2.1 The Transaction See Schedule 4.5
3.2 Subsidiaries None
3.4 Absence of Breach None
3.7 Capitalization.
(1) Authorized Common Stock 5,000,000
(2) Shares Outstanding 97,177
(3) Consultants/Employees 600,000
3.8 Litigation None
4.2 Authority Relative None
4.5 Financial Statements See Attached
4.5(a) Payment of taxes Except for $85,000 in payroll taxes.
4.5(b) Tax returns See Attached
4.5(c) Action to be taken No action has been taken regarding the
past due payroll taxes, but has been
threatened.
4.5(d) Tax Extension None
4.6 Litigation There is a pending lawsuit from four
former partners of the Wilmington DE
center in the amount of $80,000, which the
Seller believes will be settled without
any further legal action.
4.7 Receivables None
4.8 Insurance See Attached
4.9 License, Permits See Attached
EXHIBITS
2.1 See Schedule 4.5
5.5 See Attached