AND CONVEY THE ASSETS TO SPARHAWK, FREE AND CLEAR OF ALL LIENS, CLAIMS
AND ENCUMBRANCES, EXCEPTING FOR THE PERMITTED LIENS AND, WITH RESPECT TO THE
REAL ESTATE, THE PERMITTED EXCEPTIONS, AND BUYER SHALL EXECUTE SUCH ASSUMPTION
AGREEMENTS AS VET LABS SHALL REASONABLY REQUEST IN ORDER TO ASSUME THE ASSUMED
LIABILITIES.
7
SECTION 2.4.
PAYMENT AND EXECUTION OF CLOSING
DOCUMENTS.
(A)
ON THE CLOSING DATE:
(1)
SPARHAWK SHALL DELIVER THE PURCHASE PRICE
TO VET LABS BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS;
(2)
POLYDEX, CHEMDEX, VET LABS AND SPARHAWK
SHALL EXECUTE AND DELIVER THE NON-COMPETITION AGREEMENT AND THE SETTLEMENT
AGREEMENT;
(3)
CHEMDEX AND SPARHAWK SHALL EXECUTE AND
DELIVER THE SUPPLY CONTRACT;
(4)
THE PARTIES HERETO SHALL CAUSE, AND
SPARHAWK SHALL CAUSE HUGHES AND BASCOM TO CAUSE, THEIR RESPECTIVE COUNSEL TO
EXECUTE AND FILE THE MOTION TO DISMISS,
(5)
VET LABS SHALL DELIVER A GENERAL WARRANTY
DEED PROPERLY EXECUTED AND CONVEYING THE REAL ESTATE FREE AND CLEAR OF ALL
LIENS, ENCUMBRANCES, EASEMENTS, RESTRICTIONS, LEASES, RESERVATIONS AND BURDENS
WHATSOEVER, EXCEPT AS FOR THE PERMITTED EXCEPTIONS, SHALL EXECUTE AND DELIVER AN
AFFIDAVIT IN FORM SATISFACTORY TO THE TITLE COMPANY TO PERMIT THE TITLE COMPANY
TO DELETE ANY MECHANIC'S LIEN EXCEPTIONS FROM THE TITLE POLICY, AND SHALL
EXECUTE AND DELIVER TO BUYER A NON-FOREIGN PERSON AFFIDAVIT; AND
(6)
VET LABS SHALL PAY THE TITLE PREMIUM FOR
THE TITLE POLICY AND SHALL PROVIDE THE TITLE COMPANY ALL OTHER DOCUMENTATION
REQUIRED TO PERMIT THE TITLE COMPANY TO ISSUE TO BUYER, AND SHALL CAUSE THE
TITLE COMPANY TO ISSUE TO BUYER, THE TITLE POLICY FOLLOWING CLOSING AND
RECORDING OF THE DEED TO BUYER.
(B)
BOTH SELLERS AND BUYER AGREE TO EXECUTE AND
DELIVER SUCH OTHER DOCUMENTS ON THE CLOSING DATE AS MAY BE REASONABLY REQUIRED
TO CONSUMMATE THE TRANSACTION CONTEMPLATED HEREBY.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
SECTION 3.1.
REPRESENTATIONS AND WARRANTIES OF
SELLERS.
POLYDEX, VET LABS AND CHEMDEX HEREBY JOINTLY AND SEVERALLY REPRESENT
AND WARRANT TO BUYER THAT AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE:
(A)
POLYDEX IS A LIMITED COMPANY ORGANIZED AND
EXISTING IN GOOD STANDING UNDER THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS.
EACH OF CHEMDEX AND VET LABS IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS
8
of the State of Kansas.
Each of Polydex, Chemdex and Vet Labs have the company
power to execute and deliver this Agreement and to carry out the transactions
contemplated hereby.
The execution, delivery and performance by Polydex,
Chemdex and Vet Labs of this Agreement and the consummation of the transactions
contemplated hereby will not violate, nor constitute a breach or default under
(i) the Articles of Association, Articles of Incorporation or other similar
charter documents of Polydex, Chemdex and Vet Labs, or (ii) other than as set
forth on the attached Schedule 3.1(a), and other than in connection with or
arising under the Permitted Liens, or, with respect to the Real Estate or the
Permitted Exceptions, any provision of any mortgage, lien, lease, agreement,