proceeds due the Company at time of payment to
the Company.
5.2
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH ALL OF THE
EXHIBITS AND SCHEDULES ANNEXED HERETO, AND ANY OTHER TRANSACTION DOCUMENT
CONTAINS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR
WRITTEN, WITH RESPECT TO SUCH MATTERS.
THIS AGREEMENT SHALL BE DEEMED TO HAVE
BEEN DRAFTED AND NEGOTIATED BY BOTH PARTIES HERETO AND NO PRESUMPTIONS AS TO
INTERPRETATION, CONSTRUCTION OR ENFORCEABILITY SHALL BE MADE BY OR AGAINST
EITHER PARTY IN SUCH REGARD.
5.3
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED OR PERMITTED
TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN UPON FACSIMILE TRANSMISSION (WITH
11
WRITTEN TRANSMISSION CONFIRMATION REPORT) AT THE NUMBER DESIGNATED BELOW (IF
DELIVERED ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS TO
BE RECEIVED), OR THE FIRST BUSINESS DAY FOLLOWING SUCH DELIVERY (IF DELIVERED
OTHER THAN ON A BUSINESS DAY DURING NORMAL BUSINESS HOURS WHERE SUCH NOTICE IS
TO BE RECEIVED) WHICHEVER SHALL FIRST OCCUR.
THE ADDRESSES FOR SUCH
COMMUNICATIONS SHALL BE:
If to the Company:
Henry J. Boucher, CEO
3500 SW 42nd Ave.
Palm City, Florida 34990
With copies to:
If to the Purchaser:
Mercatus & Partners, Limited
c/o Cary Masi
115 Mauldin Dr.
Alpharetta, GA 30004
With copies to:
5.4
AMENDMENTS; WAIVERS.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED
OR AMENDED EXCEPT IN A WRITTEN INSTRUMENT SIGNED, IN THE CASE OF AN AMENDMENT,
BY BOTH THE COMPANY AND THE PURCHASER, OR, IN THE CASE OF A WAIVER, BY THE PARTY
AGAINST WHOM ENFORCEMENT OF ANY SUCH WAIVER IS SOUGHT.
NO WAIVER OF ANY DEFAULT
WITH RESPECT TO ANY PROVISION, CONDITION OR REQUIREMENT OF THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTINUING WAIVER IN THE FUTURE OR A WAIVER OF ANY OTHER
PROVISION, CONDITION OR REQUIREMENT HEREOF, NOR SHALL ANY DELAY OR OMISSION OF
EITHER PARTY TO EXERCISE ANY RIGHT HEREUNDER IN ANY MANNER IMPAIR THE EXERCISE
OF ANY SUCH RIGHT ACCRUING TO IT THEREAFTER.
5.5
HEADINGS.
THE HEADINGS HEREIN ARE FOR CONVENIENCE ONLY, DO NOT
CONSTITUTE PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT OR AFFECT ANY
OF THE PROVISIONS HEREOF.
5.6
SUCCESSORS AND ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
THE ASSIGNMENT BY A PARTY OF THIS AGREEMENT OR ANY RIGHTS
HEREUNDER SHALL NOT AFFECT THE OBLIGATIONS OF SUCH PARTY UNDER THIS AGREEMENT.
5.7
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
5.8
GOVERNING LAW; VENUE; SERVICE OF PROCESS.
THE PARTIES HERETO
ACKNOWLEDGE THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
EXHIBITS HERETO BEAR A REASONABLE RELATION TO THE STATE OF NEW YORK.
THE