AFFECT ITS CONSTRUCTION OR INTERPRETATION.
ALL REFERENCES TO "ARTICLE"
OR "ARTICLES" AND "SECTION" OR "SECTIONS" REFER TO THE CORRESPONDING ARTICLE OR
ARTICLES AND SECTION OR SECTIONS OF THIS AGREEMENT.
ALL WORDS USED IN THIS
AGREEMENT WILL BE CONSTRUED TO BE OF SUCH GENDER OR NUMBER AS THE CIRCUMSTANCES
REQUIRE.
UNLESS OTHERWISE EXPRESSLY PROVIDED, THE WORD "INCLUDING" DOES NOT
LIMIT THE PRECEDING WORDS OR TERMS.
8.12
TIME OF ESSENCE.
WITH REGARD TO ALL DATES AND
TIME PERIODS SET FORTH OR REFERRED TO IN THIS AGREEMENT, TIME IS OF THE ESSENCE.
8.13
SPECIFIC PERFORMANCE.
ALL OF THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE OTHER PARTY WOULD BE DAMAGED IRREPARABLY IN THE
EVENT ANY OF THE PROVISIONS OF THIS AGREEMENT ARE NOT PERFORMED IN ACCORDANCE
WITH THEIR SPECIFIC TERMS OR OTHERWISE ARE BREACHED.
ACCORDINGLY, ALL OF THE
PARTIES AGREE THAT THE OTHER PARTY SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THIS AGREEMENT AND THE TERMS AND PROVISIONS HEREOF IN ANY
ACTION INSTITUTED IN ANY COURT OF THE UNITED STATES OR ANY STATE THEREOF HAVING
JURISDICTION OVER THE PARTIES AND THE MATTER IN ADDITION TO ANY OTHER REMEDY.
8.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL COPY OF
THIS AGREEMENT AND ALL OF WHICH, WHEN TAKEN TOGETHER, WILL BE DEEMED TO
CONSTITUTE ONE AND THE SAME AGREEMENT.
FACSIMILE SIGNATURES SHALL BE DEEMED
ORIGINAL SIGNATURES.
[Signature page follows.]
64
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first written above.
BUYER:
ELECTRO SWITCH CORP., a Delaware corporation
By:
/s/ Robert M. Pineau
Name:
Robert M. Pineau
Its:
STOCK BUYER:
ESC WORLDWIDE, INC., a Massachusetts corporation
By:
/s/ Robert M. Pineau
Name:
Robert M. Pineau
Its:
SELLER:
EMRISE ELECTRONICS CORPORATION, a New Jersey corporation
By:
/s/ Carmine T. Oliva
Name:
Carmine T. Oliva
Its:
PARENT:
EMRISE CORPORATION, a Delaware corporation
By:
/s/ Carmine T. Oliva
Name:
Carmine T. Oliva
Its:
[Signature page to Asset and Stock Purchase Agreement]