BE CALCULATED EXCLUSIVE
OF THAT DAY.
1.2.6
REFERENCES TO WRITING SHALL INCLUDE ANY
MODES OF REPRODUCING WORDS IN A LEGIBLE AND NON-TRANSITORY FORM.
1.2.7
A REFERENCE TO A BALANCE SHEET OR PROFIT
AND LOSS STATEMENT SHALL INCLUDE A REFERENCE TO ANY NOTE FORMING PART OF IT.
1.2.8
WHERE ANY STATEMENT SET OUT IN SCHEDULE 3
(WARRANTIES) IS EXPRESSED TO BE GIVEN OR MADE "TO THE SELLERS' KNOWLEDGE" OR "SO
FAR AS SELLERS ARE AWARE" OR IS QUALIFIED IN SOME OTHER MANNER HAVING
SUBSTANTIALLY THE SAME EFFECT, THEN (A) SUCH STATEMENT SHALL BE DEEMED TO
INCLUDE AN ADDITIONAL STATEMENT THAT EACH SELLER HAS MADE DUE AND CAREFUL
ENQUIRY (INCLUDING THE OFFICERS, ACCOUNTANTS AND/OR AUDITORS OF THE COMPANY) AS
TO THE FACTS AND CIRCUMSTANCES RELEVANT TO SUCH STATEMENT AND SUCH OTHER
ENQUIRIES REASONABLY NECESSARY TO MAKE SUCH STATEMENT AND SHALL HAVE TAKEN THE
RESULTS OF SUCH ENQUIRIES INTO ACCOUNT AND (B) THE KNOWLEDGE OF ANY SELLER SHALL
BE IMPUTED TO ALL SELLERS.
1.2.9
THE HEADINGS IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION OF ANY PROVISION OF
THIS AGREEMENT.
1.2.10
"INCLUDING" AND OTHER SIMILAR EXPRESSIONS ARE
NOT AND MUST NOT BE TREATED AS WORDS OF LIMITATION.
2.
SALE AND PURCHASE
The Sellers hereby agree to sell and the Purchaser hereby agrees to purchase
all, but not part only, of the Shares at Completion, free from any Encumbrances
but with all rights attached to such Shares at the date hereof or subsequently
becoming attached to them.
6
3.
CONSIDERATION
3.1
PURCHASE PRICE
3.1.1
THE AGGREGATE CONSIDERATION (THE "PURCHASE
PRICE") FOR THE SALE OF THE ENTIRETY OF THE SHARES SHALL BE THE SUM OF US
$20,000,000 IN CASH, REPRESENTING US $20,000,000 LESS (I) ANY COMPANY EXPENSES
SHOWN ON THE STATEMENT OF EXPENSES AND (II) ANY CASH DEFICIT SHOWN ON THE
STATEMENT OF CASH DEFICIT AS SUCH TERMS ARE DEFINED HEREAFTER. THE PURCHASE
PRICE SHALL BE ALLOCATED TO THE SELLERS AS SET FORTH ON THE COMPLETION
SCHEDULE ATTACHED AS SCHEDULE 2 (THE "COMPLETION SCHEDULE").
3.1.2
THE PORTION OF THE PURCHASE PRICE PAYABLE
TO EACH SELLER LESS THE APPLICABLE HOLDBACK AMOUNT SHALL BE TRANSMITTED BY
PURCHASER BY IMMEDIATE DAY IBAN OR SWIFT ELECTRONIC TRANSFER TO EACH SELLER,
FREE OF ANY COSTS OR EXPENSES FROM THE PURCHASER'S BANK, AT THE BANK ACCOUNT SET
FORTH ON THE COMPLETION SCHEDULE (SUCH AMOUNT THE "NET AMOUNT DUE AT CLOSING" AS
SET FORTH WITH RESPECT TO EACH SELLER ON THE COMPLETION SCHEDULE). EACH SELLER
CONFIRMS THAT SUCH ACCOUNT INFORMATION IS ACCURATE AND THAT PURCHASER SHALL HAVE
NO LIABILITY FOR ANY INACCURACY OR FAILURE OF SUCH BANK ACCOUNTS TO RECEIVE THE
PURCHASE PRICE TRANSMITTED BY PURCHASER TO SUCH ACCOUNT. THE HOLDBACK AMOUNT
SHALL BE RETAINED BY PURCHASER PURSUANT TO CLAUSE 6.
3.1.3
"COMPANY EXPENSES" SHALL MEAN ALL COSTS
AND EXPENSES (INCLUDING ATTORNEY'S FEES) INCURRED IN CONNECTION WITH THE LETTER
AGREEMENT DATED MARCH 17, 2005 BETWEEN PURCHASER, THE COMPANY AND THE SELLERS
(THE "LETTER AGREEMENT"), THIS AGREEMENT, ANY RELATED AGREEMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY