YDNT » Topics » GENERAL PROVISIONS

This excerpt taken from the YDNT 8-K filed Aug 2, 2006.

GENERAL PROVISIONS

 

13.1

Amendments and Waiver.

(a)          No amendment, waiver or consent with respect to any provision of this Agreement shall in any event be effective, unless the same shall be in writing and signed by the Buyers and Sellers, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

(b)          The failure of any party at any time or times to require performance of any provisions hereof shall in no manner affect that party’s right at a later time to enforce the same. No waiver by any party of the breach of any term or covenant contained in this Agreement in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

13.2       Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be personally delivered, sent by overnight carrier (such as Express Mail, Federal Express, etc.) or sent by facsimile transmission with confirming copy sent by overnight courier and a delivery receipt obtained and addressed to the intended recipient as follows:

 

(a)

If to Sellers and the Stockholders:

Microbrush, Inc.

1376 Cheyenne Avenue

 

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Grafton, WI 53024

Attn: Mr. Gunnar Wallin

Telephone No.: (262) 375-4011

Facsimile No.: (262) 375-2777

And to:

Gunnar Wallin

1376 Cheyenne Avenue

Grafton, WI 53024

Telephone No.: (262) 375-4011

Facsimile No.: (262) 375-2777

And to:

Phillip Mark

7806 Kingspointe Parkway

Orlando, FL 32819, U.S.A.

Phone: (407) 857-7771

Fax: (407) 857-7272

With a copy to:

 

Reinhart Boerner Van Deuren sc

P.O. Box 2265

W233 N2080 Ridgeview Parkway

Waukesha, WI 53187

Attn: Timothy A. Nettesheim

Fax No.: (262) 951-4690

 

(b)

If to Buyer:

Young Innovations, Inc.

500 North Michigan Avenue, Suite 1000

Chicago, Illinois 60611

Attention: Arthur L. Herbst, Jr.

Telephone No.: (312) 644-6400

Facsimile No.: (312) 337-6298

With a copy to:

 

McDermott Will & Emery LLP

227 West Monroe Street

Chicago, Illinois 60606 5096

Attention: John P. Tamisiea

Telephone No.: (312) 984-6957

Telecopy No.: (312) 984 3669

 

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Any party may change its address or add or change parties for receiving notice by giving the other party notice in the manner set forth above.

13.3       Expenses. Except as otherwise expressly provided herein, each party to this Agreement shall pay its own costs and expenses in connection with the transactions contemplated hereby. Any sales, transfer or other Taxes or fees applicable to the conveyance and transfer from any of Sellers to Buyers of the Business and the Purchased Assets shall be borne by each of Sellers; provided, however that Buyers shall be responsible for the Stamp Tax due with respect to the Irish Purchased Assets. The provisions of this Section shall survive any termination of this Agreement.

13.4       Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.5       Captions. The captions contained in this Agreement are for convenience of reference only, shall not be given meaning and do not form a part of this Agreement.

13.6       Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties named herein and their respective successors and permitted assigns. Buyers shall be entitled to assign their respective rights and duties under this Agreement to any of their respective affiliates or for collateral security purposes to any lenders providing financing to Buyers without the consent of Sellers or the Stockholders; provided, however, that Buyers shall in all events remain liable hereunder. Except as provided in the foregoing sentence, this Agreement shall not be assigned by either party hereto without the express prior written consent of the other party and any attempted assignment, without such consents, shall be null and void.

13.7       Entire Transaction. This Agreement, the Ancillary Agreements and the documents referred to herein and therein contain the entire agreement and understanding among the parties with respect to the transactions contemplated hereby and thereby and supersede all other agreements, understandings and undertakings among the parties on the subject matter hereof. All attachments, exhibits and schedules hereto are hereby incorporated by reference and made a part of this Agreement.

13.8       Applicable Law. The parties hereto irrevocably submit to the exclusive jurisdiction of the United States District Court for the Northern District of Illinois (or, if subject matter jurisdiction in that court is not available, in the state courts of Illinois located in Cook County, Illinois) over any dispute arising out of or relating to this Agreement, any Ancillary Agreement or any agreement or instrument contemplated hereby or thereby or entered into in connection herewith or therewith or any of the transactions contemplated hereby or thereby. Each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum in connection therewith.

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