\n 4.6 Material Misstatements and Omissions……………………………………………….. 19<\/p>\nARTICLE V CONDITIONS TO THE OBLIGATIONS OF COMPANY AND STOCKHOLDER…………………………………….. 19<\/p>\n
5.1 Representations, Warranties and Covenants………………………………………….. 19
\n 5.2 No Actions or Proceedings………………………………………………………… 19
\n 5.3 Closing Deliveries………………………………………………………………. 19<\/p>\n
ARTICLE VI CONDITIONS TO THE OBLIGATIONS OF PURCHASEPRO……………………………………………… 19<\/p>\n
6.1 Representations, Warranties and Covenants………………………………………….. 19
\n 6.2 No Material Adverse Change……………………………………………………….. 19
\n 6.3 No Actions or Proceedings………………………………………………………… 20
\n 6.4 Consents……………………………………………………………………….. 20
\n 6.5 Closing Deliveries………………………………………………………………. 20
\n 6.6 Additional Documents…………………………………………………………….. 20
\n 6.7 Anderson Transaction…………………………………………………………….. 20<\/p>\n
ARTICLE VII COVENANTS OF THE PARTIES………………………………………………………………. 20<\/p>\n
7.1 Maintenance of Business Prior to Closing…………………………………………… 20
\n 7.2 Payment of Taxes for Transfer of Company Stock……………………………………… 21
\n 7.3 Negative Covenants………………………………………………………………. 21
\n 7.4 Investigation by PurchasePro……………………………………………………… 22
\n 7.5 Consents……………………………………………………………………….. 22
\n 7.6 Notification of Certain Matters…………………………………………………… 22
\n 7.7 No Negotiation………………………………………………………………….. 22
\n 7.8 Reasonable Best Efforts………………………………………………………….. 23
\n 7.9 Filings………………………………………………………………………… 23
\n 7.10 Public Announcements…………………………………………………………….. 23
\n 7.11 Planned Distributions……………………………………………………………. 23
\n 7.12 Financial Statements…………………………………………………………….. 23
\n 7.13 Rule 144 Reporting………………………………………………………………. 23
\n 7.14 Distribution of Warrants…………………………………………………………. 23<\/p>\n
ARTICLE VIII ACTIONS BY THE PARTIES AFTER THE CLOSING……………………………………………….. 24<\/p>\n
8.1 Survival of Representations, Warranties, Etc……………………………………….. 24
\n 8.2 Indemnification…………………………………………………………………. 24
\n 8.3 Further Assurances………………………………………………………………. 26
\n 8.4 Limitation on Indemnification…………………………………………………….. 26
\n 8.5 Indemnity Escrow Account…………………………………………………………. 26<\/p>\n
ARTICLE IX MISCELLANEOUS…………………………………………………………………………. 27<\/p>\n
9.1 Notices………………………………………………………………………… 27
\n 9.2 Termination…………………………………………………………………….. 27
\n 9.3 Termination Fee…………………………………………………………………. 28
\n 9.4 Entire Agreement………………………………………………………………… 29
\n 9.5 Waiver…………………………………………………………………………. 29
\n 9.6 Amendment………………………………………………………………………. 29
\n 9.7 No Third Party Beneficiary……………………………………………………….. 29
\n 9.8 No Assignment; Binding Effect…………………………………………………….. 29
\n 9.9 Headings……………………………………………………………………….. 29
\n 9.10 Severability……………………………………………………………………. 29
\n 9.11 Governing Law…………………………………………………………………… 29
\n 9.12 Arbitration and Venue……………………………………………………………. 29
\n 9.13 Consent to Jurisdiction and Forum Selection………………………………………… 30
\n 9.14 Expense………………………………………………………………………… 30
\n 9.15 Construction……………………………………………………………………. 30
\n 9.16 Counterparts……………………………………………………………………. 30
\n<\/c><\/s><\/table>\n
SCHEDULES AND EXHIBITS<\/p>\n
Schedules
\n———<\/p>\n
Disclosure Schedule<\/p>\n
Exhibits
\n——–<\/p>\n
Exhibit A – Spousal Consent
\nExhibit B – Non-Competition Agreement
\nExhibit C – Company Officer’s Certificate
\nExhibit D – Stockholder’s Certificate
\nExhibit E – Company Secretary Certificate
\nExhibit F – Release
\nExhibit G – Estoppel Certificate
\nExhibit H – Investor Representation Statement
\nExhibit I – Guaranty
\nExhibit J – PurchasePro Officer’s Certificate<\/p>\n
STOCK PURCHASE AGREEMENT<\/p>\n
This Stock Purchase Agreement (“Agreement”) is made and entered into as of
\nOctober 30, 2000, by and among PurchasePro.com, Inc., a Nevada corporation
\n(“PurchasePro”), Stratton Warren Software, Inc., a Georgia corporation (the
\n“Company”), and Ronald M. Dressin, the sole Stockholder of the Company (the
\n“Stockholder”).<\/p>\n
RECITALS
\n ——–<\/p>\n
WHEREAS, the Stockholder owns all of the issued and outstanding capital stock
\nof the Company, consisting of 4,100 shares of common stock, $1.00 par value per
\nshare (the “Company Stock”);<\/p>\n
WHEREAS, the Company is in the business of developing and marketing computer
\nsoftware;<\/p>\n
WHEREAS, the Stockholder desires to sell the Company Stock to PurchasePro,
\nand PurchasePro desires to purchase the Company Stock from the Stockholder, on
\nthe terms and conditions and for the consideration set forth herein.<\/p>\n
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
\npromises contained herein, and for other good and valuable consideration, the
\nreceipt and sufficiency of which are hereby acknowledged, the parties hereto
\nagree as follows:<\/p>\n
ARTICLE I
\n DEFINITIONS
\n ———–<\/p>\n
1.1 Defined Terms. As used in this Agreement, the following defined terms
\n ————-
\nhave the meanings indicated below:<\/p>\n
“Actions or Proceedings” means any action, suit, proceeding,
\narbitration, Order (as defined below), inquiry, hearing, assessment with respect
\nto fines or penalties or litigation (whether civil, criminal, administrative,
\ninvestigative or informal) commenced, brought, conducted or heard by or before,
\nor otherwise involving, any Governmental or Regulatory Authority (as defined
\nbelow).<\/p>\n
“Affiliate” means, with respect to any Person, another Person that
\ndirectly, or indirectly through one or more intermediaries, controls, is
\ncontrolled by or is under common control with such Person.<\/p>\n
“Anderson Payment” has the meaning set forth in Section 2.2(d).
\n ————– <\/p>\n
“Assets and Properties” and “Assets or Properties” of any Person each means
\nall assets and properties of every kind, nature, character and description
\n(whether real, personal or mixed, whether tangible or intangible, whether
\nabsolute, accrued, contingent, fixed or otherwise and wherever situated),
\nincluding the goodwill related thereto, operated, owned or leased by such
\nPerson, including, without limitation, cash, cash equivalents, accounts and
\nnotes receivable, chattel paper, documents, instruments, general intangibles,
\nreal estate, equipment, inventory, goods and Intellectual Property.<\/p>\n
“Benefit Plan” means any Plan established, arranged or maintained by the
\nCompany or any corporate group of which the Company is a member, existing at the
\nClosing Date (as defined below) to which the Company contributes or has
\ncontributed, or under which any employee, officer, director or former employee,
\nofficer or director of the Company or any beneficiary thereof is covered, is
\neligible for coverage or has benefit rights.<\/p>\n
“Books and Records” of any Person means all files, documents, instruments,
\npapers, books, computer files (including but not limited to files stored on a
\ncomputer’s hard drive or on floppy disks), electronic files and records in any
\nother medium relating to the business, operations or condition of such Person.<\/p>\n
“Business” has the meaning set forth in the second (2nd) recital.<\/p>\n
1<\/p>\n
“Business Day” means a day other than Saturday, Sunday or any day on which
\n banks located in the State of California are authorized or obligated to
\n close.<\/p>\n
“Cash Purchase Price” has the meaning set forth in Section 2.2(a).
\n ————– <\/p>\n
“Closing” has the meaning set forth in Section 2.4(a).
\n ————– <\/p>\n
“Closing Date” has the meaning set forth in Section 2.4(a).
\n ————– <\/p>\n
“Code” means the Internal Revenue Code of 1986, as amended.<\/p>\n
“Company” has the meaning set forth in the first paragraph of this
\nAgreement.<\/p>\n
“Company Intellectual Property” means any Intellectual Property relating to
\nthe Company and its business that is owned or licensed to the Company.<\/p>\n
“Company Stock” has the meaning set forth in the first (1st) recital of
\nthis Agreement.<\/p>\n
“Damages” has the meaning set forth in Section 8.2(a).
\n ————– <\/p>\n
“Defined Benefit Plan” means each Benefit Plan which is subject to Part 3
\nof Title I of ERISA, Section 412 of the Code or Title IV of ERISA.<\/p>\n
“Department” means California Department of Corporations.<\/p>\n
“Disclosure Schedule” means the disclosure schedule attached hereto which
\nsets forth the exceptions to the representations and warranties contained in
\nArticle III hereof and certain other information called for by this Agreement.
\n———– <\/p>\n
“Encumbrances” means any mortgage, pledge, assessment, security interest,
\ndeed of trust, lease, lien, adverse claim, levy, charge or other encumbrance of
\nany kind, or any conditional sale or title retention agreement or other
\nagreement to give any of the foregoing in the future.<\/p>\n
“Environment” has the meaning set forth in Section 3.21(c)(i).
\n —————— <\/p>\n
“Environmental Laws” has the meaning set forth in Section 3.21(c)(iii).
\n ——————– <\/p>\n
“Environmental Notice” has the meaning set forth in Section 3.21(c)(ii).
\n ——————- <\/p>\n
“ERISA” means the Employee Retirement Income Security Act of 1974, as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n
“ERISA Affiliate” means any entity which is a member of a “controlled group
\nof corporations” or which is or was under “common control” with the Company as
\ndefined in Section 414 of the Code.<\/p>\n
“Escrow Agreement” has the meaning set forth in Section 2.2(c).
\n ————– <\/p>\n
“Escrow Amount” has the meaning set forth in Section 2.2(c).
\n ————– <\/p>\n
“Estoppel Certificate” has the meaning set forth in Section 2.4(b)(vii).
\n ——————- <\/p>\n
“Exchange Act” means the Securities Exchange Act of 1934, as amended.<\/p>\n
“Execution Date” has the meaning set forth in Section 2.4(a).
\n ————– <\/p>\n
“Fairness Hearing” has the meaning set forth in Section 2.3(a).
\n ————– <\/p>\n
“Financial Statements” means (i) the compiled balance sheet of the Company
\nand the related compiled statement of income and retained earnings for the
\nfiscal year ended on October 31, 1999, together with the related report of
\nCoradino, Hickey & Hanson, the Company’s independent certified public
\naccountants and (ii) the Interim Financial Statements (as defined below) for the
\nCompany.<\/p>\n
2<\/p>\n
“GAAP” means generally accepted accounting principles, applied in a manner
\nconsistent with the past practices of the Company.<\/p>\n
“Governmental or Regulatory Authority” means any court, tribunal,
\narbitrator, authority, agency, commission, official or other instrumentality of
\nthe United States or other country, any state, county, city or other political
\nsubdivision.<\/p>\n
“Guaranty” has the meaning set forth in Section 2.4(b)(ix).
\n —————— <\/p>\n
“Information Statement” has the meaning set forth in Section 2.3(a).
\n ————– <\/p>\n
“Intellectual Property” means (i) inventions (whether patentable or
\nunpatentable and whether or not reduced to practice), all improvements thereto,
\nand all patents, patent applications and patent disclosures, together with all
\nreissuances, continuations, continuations-in-part, revisions, extensions and
\nreexaminations thereof; (ii) trademarks, service marks, trade dress, logos,
\ntrade names and corporate names, together with all translations, adaptations,
\nderivations and combinations thereof and including all goodwill associated
\ntherewith, and all applications, registrations and renewals in connection
\ntherewith, copyrightable works, all copyrights and all applications,
\nregistrations and renewals in connection therewith; (iii) mask works and all
\napplications, registrations and renewals in connection therewith; (iv) trade
\nsecrets and confidential business information (including product specifications,
\ndata, know-how, formulae, compositions, processes, designs, sketches,
\nphotographs, graphs, drawings, samples, inventions and ideas, past, current and
\nplanned research and development, current and planned research and distribution
\nmethodologies and processes, customer lists, current and anticipated customer
\nrequirements, price lists, market studies, business plans), however documented;
\n(v) proprietary computer software and programs (including object code and source
\ncode) and other proprietary rights and copies and tangible embodiments thereof
\n(in whatever form or medium); (vi) database technologies, systems, structures
\nand architectures (and related processes, formulae, compositions, improvements,
\ndevices, know-how, inventions, discoveries, concepts, ideas, designs, methods
\nand information) and any other related information, however, documented; (vii)
\nany and all information concerning the business and affairs of a Person (which
\nincludes historical financial statements, financial projections and budgets,
\nhistorical and projected sales, capital spending budgets and plans, the names
\nand backgrounds of key personnel and personnel training and techniques and
\nmaterials), however documented; (viii) any and all notes, analysis,
\ncompilations, studies, summaries, and other material prepared by or for a Person
\ncontaining or based, in whole or in part, on any information included in the
\nforegoing, however documented; (ix) all industrial designs and any registrations
\nand applications therefor; (x) all databases and data collections and all rights
\ntherein; and (xi) any similar or equivalent rights to any of the foregoing
\nanywhere in the world.<\/p>\n
“Interim Financial Statements” means the unaudited balance sheet and the
\nrelated unaudited statement of income and retained earnings for the Company for
\nthe eleven (11) -month period ended September 30, 2000.<\/p>\n
“Knowledge of the Stockholder and\/or the Company,” or “Known to the
\nStockholder and\/or the Company” means (i) the actual knowledge of the
\nStockholder or Cherri Miller, as the case may be, or (ii) that knowledge which
\nthe Stockholder or Cherri Miller, as the case may be, would be expected to have
\nknown in the course of performing his or her responsibilities and obligations
\ncommonly associated with such person’s position.<\/p>\n
“Liabilities” means any liability (whether known or unknown, whether
\nasserted, or unasserted, whether absolute or contingent, whether accrued or
\nunaccrued, whether liquidated or unliquidated, and whether due or to become
\ndue), including but not limited to any liability for Taxes (as defined below).<\/p>\n
“Material” has the meaning set forth in Section 3.21(c)(iv).
\n ——————- <\/p>\n
“Material Adverse Effect” means, for any Person, a material adverse effect
\nwhether individually or in the aggregate (a) on the business, operations,
\nfinancial condition, Assets and Properties, Liabilities or prospects of such
\nPerson, or (b) on the ability of such Person to consummate the transactions
\ncontemplated hereby.<\/p>\n
“Material Contracts” has the meaning set forth in Section 3.20.
\n ———— <\/p>\n
“NEI” has the meaning set forth in Section 7.14.
\n ———— <\/p>\n
3<\/p>\n
“Non-Competition Agreement” has the meaning set forth in Section
\n ——-
\n2.4(b)(ii).
\n———-<\/p>\n
“Order” means any writ, judgment, decree, injunction or similar order of
\nany Governmental or Regulatory Authority (in each such case whether preliminary
\nor final).<\/p>\n
“Ordinary Course of Business” means the action of a Person that is
\nconsistent with the past practices of such Person and is taken in the ordinary
\ncourse of the normal day-to-day operations of such Person.<\/p>\n
“Permits” means all licenses, permits, certificates of authority,
\nauthorizations, approvals, registrations and similar consents granted or issued
\nby any Governmental or Regulatory Authority.<\/p>\n
“Permitted Encumbrance” means (a) any Encumbrance for taxes not yet due or
\ndelinquent or being contested in good faith by appropriate proceedings for which
\nadequate reserves have been established in accordance with GAAP, (b) any minor
\nimperfection of title or similar Encumbrance which individually or in the
\naggregate with other such Encumbrances does not materially impair the value of
\nthe property subject to such Encumbrance or materially impair the use of such
\nproperty in the conduct of the business of the Company, (c) all accounts payable
\nincurred in the Ordinary Course of Business and reflected in the Financial
\nStatements and (d) the Company’s responsibility for product servicing under
\nmaintenance contracts, product warranties, and product return policies pursuant
\nto contracts entered into in the Ordinary Course of Business and not in
\nviolation of the terms of this Agreement and as set forth on Section 3.20 of the
\n ————
\nDisclosure Schedule.<\/p>\n
“Person” means any natural person, corporation, general partnership,
\nlimited partnership, limited liability company, proprietorship, other business
\norganization, trust, union, association or Governmental or Regulatory Authority.<\/p>\n
“Plan” means any bonus, incentive compensation, deferred compensation,
\npension, profit sharing, retirement, stock purchase, stock option, stock
\nownership, stock appreciation rights, phantom stock, leave of absence, layoff,
\nvacation, day or dependent care, legal services, cafeteria, life, health,
\naccident, disability, workers’ compensation or other insurance, severance,
\nseparation or other employee benefit plan, practice, policy or arrangement of
\nany kind, whether written or oral, including, but not limited to, any “employee
\nbenefit plan” within the meaning of Section 3(3) of ERISA.<\/p>\n
“Planned Distributions” has the meaning set forth in Section 7.11.
\n ———— <\/p>\n
“Proposed Acquisition Transaction” has the meaning set forth in Section
\n ——-
\n7.7.
\n—<\/p>\n
“Purchase Price” has the meaning set forth in Section 2.2.
\n ———– <\/p>\n
“PurchasePro” has the meaning set forth in the first paragraph of this
\nAgreement.<\/p>\n
“PurchasePro Common Stock” means the shares of PurchasePro common stock,
\n$0.01 par value.<\/p>\n
“PurchasePro Group” has the meaning set forth in Section 8.2(a).
\n ————– <\/p>\n
“PurchasePro SEC Filings” has the meaning set forth in Section 4.3.
\n ———– <\/p>\n
“Qualification Permit” has the meaning set forth in Section 2.3(a).
\n ————– <\/p>\n
“Real Property” has the meaning set forth in Section 3.15.
\n ———— <\/p>\n
“Redemption Agreement” has the meaning set forth in Section 2.2(d).
\n ————– <\/p>\n
“Release” has the meaning set forth in Section 2.4(b)(v).
\n —————– <\/p>\n
“SEC” means the United States Securities and Exchange Commission, or any
\nsuccessor entity.<\/p>\n
“Securities Act” means the Securities Act of 1933, as amended.<\/p>\n
“Securities Law” means the California Corporate Securities Law of 1968.<\/p>\n
4<\/p>\n
“Stockholder” has the meaning set forth in the first paragraph of this
\nAgreement.<\/p>\n
“Stock Purchase Price” has the meaning set forth in Section 2.2(b).
\n ————– <\/p>\n
“Stub Period Tax Filing” has the meaning set forth in Section 7.9.
\n ———– <\/p>\n
“Qualified Plan” means each Benefit Plan which is intended to qualify under
\nSection 401 of the Code.<\/p>\n
“Tax” (and, with correlative meaning, “Taxes,” “Taxable” and “Taxing”)
\nmeans (i) any federal, state, local or foreign income, alternative or add-on
\nminimum tax, gross income, gross receipts, sales, use, ad valorem, transfer,
\nfranchise, profits, license, withholding, payroll, employment, excise,
\nseverance, stamp, occupation, premium, property, environmental or windfall
\nprofit tax, custom, duty or other tax, governmental fee or other like assessment
\nor charge of any kind whatsoever, together with any interest or any penalty,
\naddition to tax or additional amount imposed by any Governmental or Regulatory
\nAuthority responsible for the imposition of any such tax (domestic or foreign),
\n(ii) any Liability for payment of any amounts of the type described in (i) as a
\nresult of being a member of an affiliated, consolidated, combined, unitary or
\nother group for any Taxable period and (iii) any Liability for the payment of
\nany amounts of the type described in (i) or (ii) as a result of any express or
\nimplied obligation to indemnify any other person.<\/p>\n
“Tax Losses” means the meaning set forth in Section 8.2(e)(i).
\n —————– <\/p>\n
“Tax Return” means any return, report, information return, schedule or
\nother document (including any related or supporting information) filed or
\nrequired to be filed with respect to any taxing authority with respect to Taxes.<\/p>\n
“Threshold Amount” has the meaning set forth in Section 8.4(c).
\n ————– <\/p>\n
1.2 Construction of Certain Terms and Phrases. Unless the context of this
\n —————————————–
\nAgreement otherwise requires, (a) words of any gender include each other gender;
\n(b) words using the singular or plural number also include the plural or
\nsingular number, respectively; (c) the terms “hereof,” “herein,” “hereby” and
\nderivative or similar words refer to this entire Agreement; (d) the terms
\n“Article” or “Section” refer to the specified Article or Section of this
\nAgreement; (e) the term “or” has, except where otherwise indicated, the
\ninclusive meaning represented by the phrase “and\/or”; and (f) “including” means
\n“including without limitation.” Whenever this Agreement refers to a number of
\ndays, such number shall refer to calendar days unless Business Days are
\nspecified. All accounting terms used herein and not expressly defined herein
\nshall have the meanings given to them under GAAP.<\/p>\n
ARTICLE II
\n PURCHASE AND SALE OF STOCK.
\n —————————<\/p>\n
2.1 Sale of Company Stock by the Stockholder. Subject to the terms and
\n —————————————-
\nconditions of this Agreement, the Stockholder agrees to sell to PurchasePro all
\nof the shares of the Company Stock and to deliver the certificate(s) evidencing
\nthe Company Stock to PurchasePro at the Closing. The certificate(s) for such
\nshares will be properly endorsed for transfer to or accompanied by duly executed
\nstock powers in favor of PurchasePro and otherwise in a form acceptable for
\ntransfer on the books of the Company.<\/p>\n
2.2 Purchase of Company Stock by PurchasePro. Subject to the terms and
\n —————————————-
\nconditions of this Agreement, PurchasePro agrees to acquire the Company Stock
\nfrom the Stockholder and to pay, or cause to be paid, to the Stockholder in
\nexchange for the Company Stock an aggregate purchase price of Fourteen Million
\nFive Hundred Thousand Dollars ($14,500,000) (the “Purchase Price”) payable in
\nthe following manner:<\/p>\n
(a) On the Execution Date, PurchasePro shall pay to the Stockholder
\nthe aggregate sum of One Million Five Hundred Thousand Dollars ($1,500,000) in
\ncash by wire transfer in immediately available funds to an account designated by
\nthe Stockholder (the “Cash Purchase Price”).<\/p>\n
(b) At the Closing, PurchasePro shall issue to the Stockholder that
\nnumber of shares of PurchasePro Common Stock equal to Nine Million Dollars
\n($9,000,000) (the “Stock Purchase Price”); provided, however, that PurchasePro
\n ——– ——-
\nshall have the option to pay the Stock Purchase Price in cash instead of issuing
\nPurchasePro Common Stock. The per<\/p>\n
5<\/p>\n
share price of the PurchasePro Common Stock shall be the closing price of a
\nshare of PurchasePro Common Stock on the Nasdaq National Market on the Closing
\nDate.<\/p>\n
(c) At the Closing, PurchasePro shall deposit the aggregate sum
\nof Five Hundred Thousand Dollars ($500,000) (the “Escrow Amount”) with an escrow
\nagent mutually agreeable to the parties herein pursuant to the terms of an
\nescrow agreement mutually agreeable to the parties herein and the escrow agent
\ntherein (the “Escrow Agreement”). Unless otherwise required to be distributed
\nunder the terms of the Escrow Agreement, the Escrow Amount shall be distributed
\nto the Stockholder ninety (90) days after the Closing Date.<\/p>\n
(d) On the Execution Date, PurchasePro shall pay to the Company
\nthe aggregate sum of Three Million Five Hundred Thousand Dollars ($3,500,000)
\n(the “Anderson Payment”) in cash by wire transfer in immediately available funds
\nto an account designated by the Company, in satisfaction of the Company’s
\nobligation under that certain Agreement for Purchase and Redemption of Shares of
\nStratton Warren Software, Inc., dated September 18, 2000, by and between the
\nCompany and Andrew S. Anderson (the “Redemption Agreement”).<\/p>\n
2.3 Fairness Hearing.
\n —————-<\/p>\n
(a) The PurchasePro Common Stock to be issued pursuant to the
\nterms of this Agreement will be qualified by a permit (the “Qualification
\nPermit”) issued under Section 25121 of the California Corporate Securities Law
\nof 1968 (the “Securities Law”) after a fairness hearing (the “Fairness Hearing”)
\nbefore the California Commissioner of Corporations pursuant to Section 25142 of
\nthe Securities Law and shall thereby be an exempt transaction under Section
\n3(a)(10) of the Securities Act. PurchasePro shall prepare and file with the
\nCalifornia Department of Corporations (the “Department”) a permit for
\nqualification of the PurchasePro Common Stock to be issued pursuant to this
\nAgreement and an application for a Fairness Hearing together with the
\ninformation statement included therein (the “Information Statement”) and any
\nother documents required by the Securities Law in connection with the
\ntransactions contemplated by this Agreement. PurchasePro shall take the
\ninitiative and be responsible for working with the Department to obtain the
\nQualification Permit; provided that the Company and the Stockholder shall
\n ——–
\ncooperate fully with PurchasePro in such effort. PurchasePro, the Company and
\nthe Stockholder shall use reasonable efforts to have the Qualification Permit
\nissued under the Securities Law as promptly as practicable after such filing.<\/p>\n
(b) The Company will timely furnish to PurchasePro all
\ninformation concerning the Company, including, without limitation, information
\nregarding the Company’s business, management, financial statements and the
\nStockholder as may be reasonably requested in connection with any action
\nprovided for in this Section 2.3, and will be responsible for any statement,
\n ———–
\ninformation or omission in the Information Statement relating to it or its
\nAffiliates based on written information furnished by it that causes such
\nInformation Statement to contain an untrue statement of material fact relating
\nto the Company, or omit a material fact necessary to make the statements therein
\nrelating to the Company, not misleading.<\/p>\n
2.4 Closing.
\n ——- <\/p>\n
(a) Time and Place. This Agreement has been executed as of the
\n ————–
\ndate first above written (the “Execution Date”). The consummation of the
\npurchase and sale of the Company Stock under this Agreement (the “Closing”)
\nshall take place at the offices of Brobeck, Phleger & Harrison LLP, 12390 El
\nCamino Real, San Diego, California, at 10:00 a.m. on the date that is five (5)
\nBusiness Days after the Fairness Hearing is completed, the Qualification Permit
\nhas been issued, and all obligations set forth in Articles V and VI are complied
\nwith or have been waived, or at such time and in such manner as the parties
\nmutually agree (the “Closing Date”).<\/p>\n
(b) Closing Deliveries by the Company and the Stockholder. At
\n —————————————————–
\nthe Closing, the Company and the Stockholder shall have delivered or caused to
\nbe delivered to PurchasePro:<\/p>\n
(i) the original certificate(s) representing all of the
\nissued and outstanding shares of Company Stock owned by the Stockholder, duly
\nendorsed in blank (or accompanied by duly executed stock powers) and spousal
\nconsent by the spouse of the<\/p>\n
6<\/p>\n
Stockholder, substantially in the form of Exhibit A attached hereto, duly
\n ———
\nexecuted by such spouse;<\/p>\n
(ii) a Non-Competition Agreement by and between PurchasePro and
\nthe Stockholder, substantially in the form of Exhibit B attached hereto (the
\n ———
\n“Non-Competition Agreement”), duly executed by the Stockholder;<\/p>\n
(iii) a certificate of an officer of the Company and of the
\nStockholder, substantially in the form of Exhibit C and Exhibit D, respectively,
\n ——— ——–
\nattached hereto, duly executed by each of the Company and the Stockholder;<\/p>\n
(iv) a certificate of the Secretary of the Company
\nsubstantially in the form of Exhibit E attached hereto, certifying as of the
\n ———
\nClosing Date (A) a true and complete copy of the organizational documents of the
\nCompany certified as of a recent date by the Secretary of State of Georgia, (B)
\na certificate of each appropriate Secretary of State certifying the good
\nstanding of the Company in its state of incorporation and all states in which it
\nis qualified to do business, (C) a true and complete copy of the resolutions of
\nthe board of directors of the Company and the resolutions of the stockholder of
\nthe Company, each authorizing the execution, delivery and performance of this
\nAgreement by the Company and the consummation of the transactions contemplated
\nhereby and (D) incumbency matters;<\/p>\n
(v) a Release by the Stockholder, substantially in the form of
\nExhibit F attached hereto (the “Release”), duly executed by the Stockholder;
\n———<\/p>\n
(vi) a resignation letter of each of the officers and directors
\nof the Company, dated effective as of the Closing;<\/p>\n
(vii) an Estoppel Certificate by the landlord or landlords, as
\nthe case may be, of the Real Property, substantially in the form of Exhibit G
\n ———
\nattached hereto (“the Estoppel Certificate”), duly executed by such landlord(s);<\/p>\n
(viii) an Investor Representation Statement of the Stockholder,
\nsubstantially in the form of Exhibit H attached hereto, duly executed by the
\n ———
\nStockholder;<\/p>\n
(ix) a Guaranty of the Stockholder, substantially in the form
\nof Exhibit I attached hereto, duly executed by the Stockholder; and
\n ———<\/p>\n
(x) such other documents as PurchasePro may reasonably request
\nfor the purpose of facilitating the consummation of the transactions
\ncontemplated herein.<\/p>\n
(c) Closing Deliveries By PurchasePro. At the Closing, PurchasePro
\n ———————————
\nshall have delivered or caused to be delivered to the Stockholder (except where
\nindicated):<\/p>\n
(i) the Stock Purchase Price;<\/p>\n
(ii) the Escrow Amount to the escrow agent pursuant to the
\nEscrow Agreement;<\/p>\n
(iii) the Non-Competition Agreement, duly executed by
\nPurchasePro;<\/p>\n
(iv) a certificate of an officer of PurchasePro, substantially
\nin the form of Exhibit J attached hereto, duly executed by PurchasePro; and
\n ———<\/p>\n
(v) such other documents as the Stockholder may reasonably
\nrequest for the purpose of facilitating the consummation of the transactions
\ncontemplated herein.<\/p>\n
2.5 Allocation of Purchase Price. The Purchase Price shall be
\n —————————-
\nallocated as determined by PurchasePro in its sole discretion; provided,
\n ——–
\nhowever, that PurchasePro shall pay to the Stockholder on the Closing Date, in
\n——-
\ncash by wire transfer in immediately available funds to an account designated by
\nthe Stockholder, twenty percent (20%) of the amount, if any, by which the
\nPurchase Price allocated to the covenant not to compete provided for in the Non-
\nCompetition Agreement exceeds one million five hundred thousand<\/p>\n
7<\/p>\n
dollars ($1,500,000). PurchasePro, the Company and the Stockholder agree (i) to
\nreport the sale of the Company Stock for federal and state tax purposes in
\naccordance with the allocations as determined by PurchasePro and (ii) not to
\ntake any position inconsistent with such allocations on any of their respective
\ntax returns.<\/p>\n
ARTICLE III
\n REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER AND THE COMPANY
\n —————————————————————–<\/p>\n
The Company and the Stockholder, jointly and severally, represent and
\nwarrant to PurchasePro as of the Closing, except as set forth on the Disclosure
\nSchedule furnished to PurchasePro specifically identifying the relevant section
\nhereof, which exceptions shall be deemed to be representations and warranties as
\nif made hereunder (provided that the disclosures in such exceptions shall be
\ntrue, complete and correct), as follows:<\/p>\n
3.1 Organization of the Company. The Company is a corporation duly
\n —————————
\norganized, validly existing, and in good standing under the laws of the State of
\nGeorgia. The Company is duly authorized to conduct business and is in good
\nstanding in each jurisdiction where such qualification is required except for
\nany jurisdiction where failure so to qualify would not have a Material Adverse
\nEffect upon the Company. The Company has full power and authority, and holds all
\nPermits and authorizations necessary to carry on its business and to own and use
\nthe Assets and Properties owned and used by the Company except where the failure
\nto have such power and authority or to hold such Permit or authorization would
\nnot have a Material Adverse Effect on the Company’s business. The Company has
\ndelivered to PurchasePro correct and complete copies of its charter documents
\nand organizational documents, each as amended to date.<\/p>\n
3.2 Capital Stock of the Company. The authorized capital stock of the
\n —————————-
\nCompany consists of One Hundred Thousand (100,000) shares of common stock, par
\nvalue $1.00 per share, of which Four Thousand One Hundred (4,100) shares are
\nissued and outstanding as of the date hereof, and no shares in treasury, and no
\nshares of Preferred Stock. No shares of the Company’s capital stock have been
\nissued since the end of the period covered by the Interim Financial Statements.
\nThe Company Stock is duly authorized, validly issued, fully paid and
\nnonassessable. Except for this Agreement, there are no outstanding
\nsubscriptions, options, warrants, calls, commitments or other rights of any kind
\nfor the purchase or acquisition of, nor any securities convertible or
\nexchangeable for, any capital stock of the Company.<\/p>\n
3.3 Ownership of Shares. The Stockholder owns beneficially and of
\n ——————-
\nrecord all shares of Company Stock, free and clear of all Encumbrances, and has
\ngood and valid title to such shares. The delivery of the stock certificates
\nrepresenting the Company Stock owned by the Stockholder in the manner provided
\nin Section 2.4(b)(i) will transfer to PurchasePro good and valid title thereto
\n —————–
\nfree and clear of all Encumbrances.<\/p>\n
8<\/p>\n
3.4 Authority of the Stockholder. The Stockholder has the right,
\n —————————-
\npower and authority to enter into this Agreement, to consummate the transactions
\ncontemplated hereby and to perform his obligations hereunder, without obtaining
\nthe approval or consent of any other Person. This Agreement has been duly and
\nvalidly executed and delivered by the Stockholder and constitutes a legal, valid
\nand binding obligation of the Stockholder enforceable against the Stockholder in
\naccordance with its terms except (i) as limited by applicable bankruptcy,
\ninsolvency, reorganization, moratorium and other laws of general application
\naffecting enforcement of creditors’ rights generally and (ii) as limited by laws
\nrelating to the availability of specific performance, injunctive relief or other
\nequitable remedies.<\/p>\n
3.5 Authority of the Company. The Company has all necessary power and
\n ————————
\nauthority and has taken all action necessary to enter into this Agreement, to
\nconsummate the transactions contemplated hereby and to perform its obligations
\nhereunder and no other proceedings on the part of the Company are necessary to
\nauthorize this Agreement or to consummate the transactions contemplated hereby.
\nThis Agreement has been duly and validly executed and delivered by the Company
\nand constitutes a legal, valid and binding obligation of the Company enforceable
\nagainst the Company in accordance with its terms except (i) as limited by
\napplicable bankruptcy, insolvency, reorganization, moratorium and other laws of
\ngeneral application affecting enforcement of creditors’ rights generally and
\n(ii) as limited by laws relating to the availability of specific performance,
\ninjunctive relief or other equitable remedies.<\/p>\n
3.6 No Affiliates. The Company does not have any Affiliates and is
\n ————-
\nnot a partner in any partnership or a party to a joint venture.<\/p>\n
3.7 No Conflicts. The execution and delivery by the Stockholder and
\n ————
\nthe Company of this Agreement does not, and the performance by the Stockholder
\nand the Company of their respective obligations under this Agreement and the
\nconsummation of the transactions contemplated hereby will not:<\/p>\n
(a) conflict with or result in a violation or breach of any of
\nthe terms, conditions or provisions of the charter documents, bylaws or
\nother organizational documents of the Company;<\/p>\n
(b) conflict with or result in a violation or material breach of
\nany term or provision of any law, Order, Permit, statute, rule or regulation
\napplicable to the Stockholder or the Company or any of the businesses, Assets or
\nProperties of the Stockholder or the Company;<\/p>\n
(c) result in a breach of, or default under (or give rise to
\nright of termination, cancellation or acceleration) under any of the terms,
\nconditions or provisions of any note, bond, mortgage, indenture, license,
\nagreement, lease or other similar instrument or obligation to which the Company,
\nany of its Assets and Properties or the Company Stock may be bound; or<\/p>\n
(d) result in an imposition or creation of any Encumbrance on
\nthe business or Assets or Properties of the Company or the Company Stock.<\/p>\n
3.8 Consents and Governmental Approvals and Filings. Except as set
\n ———————————————–
\nforth in the Disclosure Schedule and Section 2.3, no consent, approval or action
\n ———–
\nof, filing with or notice to any Governmental or Regulatory Authority or other
\nPersons on the part of the Stockholder or the Company is required in connection
\nwith the execution, delivery and performance of this Agreement or the
\nconsummation of the transactions contemplated hereby.<\/p>\n
3.9 Books and Records. The minute books and other corporate records
\n —————–
\nof the Company as made available to PurchasePro contain a true and complete
\nrecord, in all material respects, of all actions taken at all meetings and by
\nall written consents in lieu of meetings of the Stockholder, the boards of
\ndirectors and committees of the boards of directors of the Company. The stock
\ntransfer ledgers and other similar records of the Company accurately reflect all
\nissuances and record transfers in the capital stock of the Company. The other
\nBooks and Records of the Company are true and correct.<\/p>\n
3.10 Financial Statements. The Company has previously delivered to
\n ——————–
\nPurchasePro the Financial Statements. The Financial Statements (i) are true,
\ncorrect and complete, (ii) are in accordance with the Books and Records of the
\nCompany, (iii) have been prepared<\/p>\n
9<\/p>\n
in conformity with GAAP (except (a) as indicated in the report attached thereto
\nof Coradino, Hickey & Hanson, the Company’s independent certified public
\naccountants and (b) with regard to the issuance of stock in the Company to
\nAndrew S. Anderson on September 15, 1992), and (iv) fairly present the financial
\ncondition and results of operations of the Company, as of the respective dates
\nthereof and for the periods covered thereby; provided that the Interim Financial
\n ——–
\nStatements have not been prepared in conformity with GAAP and are subject to
\nnormal year-end adjustments and lack footnotes and certain other presentation
\nitems.<\/p>\n
3.11 Absence of Changes. Since the end of the period covered by the
\n ——————
\nInterim Financial Statements and up to the Closing Date, the Company and the
\nStockholder have conducted the Company’s business only in the Ordinary Course of
\nBusiness and there has not been any adverse change, or any event or development
\nwhich, individually or together with other such events, could reasonably be
\nexpected to result in a Material Adverse Effect on the Company or the Assets and
\nProperties and since the end of the period covered by the Interim Financial
\nStatements, neither the Company nor the Stockholder have taken any action which
\nif taken after the date of this Agreement, without PurchasePro’s consent, would
\nviolate Section 3.29 hereof.
\n ————<\/p>\n
3.12 No Undisclosed Liabilities. Except for the Permitted Encumbrances
\n ————————–
\nor as disclosed in the Disclosure Schedule or in the Financial Statements, there
\nare no Liabilities, nor any basis for any claim against the Company for any such
\nLiabilities, relating to or affecting the Company or any of its Assets and
\nProperties, other than Liabilities incurred after the end of the period covered
\nby the Interim Financial Statements in the Ordinary Course of Business which
\nhave not had, and could not reasonably be expected to result in, individually or
\nin the aggregate, a Material Adverse Effect on the Company.<\/p>\n
3.13 Tangible Personal Property. The Company is in possession of and
\n ————————–
\nhas good and marketable title to, or has valid leasehold interests in or valid
\nrights under written agreements to use, all tangible personal property,
\nequipment, plants, buildings, structures, facilities and all other Assets and
\nProperties used in the conduct of the Company’s business, including all tangible
\npersonal property reflected on the Financial Statements and on the Interim
\nFinancial Statements and any tangible personal property acquired since that date
\nother than property disposed of since such date in the Ordinary Course of
\nBusiness. All such tangible personal property, equipment, plants, buildings,
\nstructures, facilities and all other assets and properties are free and clear of
\nall Encumbrances, other than Permitted Encumbrances.<\/p>\n
3.14 Benefit Plans; ERISA. The Disclosure Schedule lists each Benefit
\n ——————–
\nPlan maintained by the Company. The Company has no commitment, proposal, or
\ncommunication to employees regarding the creation of an additional Plan or any
\nincrease in benefits under any Benefit Plan. The Company has provided to
\nPurchasePro (i) a copy of each Qualified Plan (including amendments), (ii) the
\nthree (3) most recent annual reports on the Form 5500 series for each Qualified
\nPlan required to file such report and (iii) the most recent trustee’s report for
\neach Qualified Plan funded through a trust.<\/p>\n
(a) Neither the Company, an ERISA Affiliate or predecessor
\nthereof has ever maintained, contributed to or been obligated to contribute to
\nany Defined Benefit Plan or multiemployer plan (as defined in Section (3)(37) or
\n4001(a)(3) of ERISA) and no condition exists that presents a material risk to
\nthe Company or an ERISA Affiliate of incurring a liability under Title IV of
\nERISA.<\/p>\n
(b) Each Benefit Plan has been operated and administered in all
\nmaterial respects in accordance with its terms and, as of the Closing Date, will
\nbe in full compliance, in form and operation, with all applicable laws
\n(including but not limited to ERISA and the Code). The reserves reflected in the
\nFinancial Statements and in the Interim Financial Statements for the obligations
\nof the Company under all Benefit Plans are adequate and were determined in
\naccordance with GAAP.<\/p>\n
(c) Each Qualified Plan has received a determination letter from
\nthe Internal Revenue Service confirming that it qualifies under Section 401(a)
\nof the Code and nothing has occurred since the issuance of that letter which
\nwould adversely affect such qualified status or the plan sponsor’s ability to
\nrely on such determination letter.<\/p>\n
10<\/p>\n
(d) Except as set forth in the Disclosure Schedule, no Benefit Plan
\nprovides benefits, including without limitation death or medical benefits
\n(whether or not insured), with respect to current or former employees of the
\nCompany or any ERISA Affiliate beyond their termination of service (other than
\n(i) coverage mandated by applicable law, (ii) benefits under a Qualified Plan,
\n(iii) deferred compensation benefits accrued as liabilities on the books of the
\nCompany or any ERISA Affiliate or (iv) benefits the full cost of which is borne
\nby any current or former employee (or his or her beneficiary)).<\/p>\n
(e) Except as set forth in the Disclosure Schedule, the consummation
\nof the transactions contemplated by this Agreement will not, either immediately
\nor upon the occurrence of any event thereafter, (i) entitle any current or
\nformer employee or officer or director of the Company or any ERISA Affiliate to
\nseverance pay, unemployment compensation or any other payment, or (ii)
\naccelerate the time of payment or vesting, or increase the amount of
\ncompensation otherwise due any such individual.<\/p>\n
(f) There are no pending or, to the Knowledge of the Stockholder and
\nthe Company, anticipated or threatened claims by or on behalf of any Benefit
\nPlan, by any employee or beneficiary covered under any such Benefit Plan, or
\notherwise involving any such Benefit Plan (other than routine claims for
\nbenefits).<\/p>\n
3.15 Real Property. The Company owns no parcel of real property. There are
\n ————-
\ntwo (2) parcels of real property leased by the Company (the “Real Property”).
\nThe Company has provided PurchasePro with a copy of the leases for the Real
\nProperty. The Company has a valid leasehold interest in, all real property used
\nin the conduct of the Company’s business, free and clear of all Encumbrances
\nother than Permitted Encumbrances. The Company has rights of ingress and egress
\nwith respect to the Real Property, and all buildings, structures, facilities,
\nfixtures and other improvements thereon material for the operation of the
\nCompany’s business. There is no pending or, to the Knowledge of the Stockholder
\nor the Company, contemplated or threatened condemnation of any of the respective
\nparcels of Real Property or any part thereof. None of such Real Property,
\nbuildings, structures, facilities, fixtures or other improvements, or the use
\nthereof, contravenes or violates any building, zoning, fire protection,
\nadministrative, occupational safety and health or other applicable law, rule, or
\nregulation except for any contravention or violation which individually or in
\nthe aggregate could not reasonably be expected to result in a Material Adverse
\nEffect on the Company. Each lease with respect to the Real Property is a legal,
\nvalid and binding agreement of the Company subsisting in full force and effect
\nenforceable in accordance with its terms, and except as set forth in the
\nDisclosure Schedule, there is no, and the Company has not received notice of
\nany, default (or any condition or event which, after notice or lapse of time or
\nboth, would constitute a default) thereunder. The Company does not owe any
\nbrokerage commissions with respect to any such Real Property.<\/p>\n
3.16 Intellectual Property Rights. The Disclosure Schedule lists contains
\n —————————-
\na true, complete and correct list and summary of all of the Company Intellectual
\nProperty. The Company has delivered to PurchasePro complete and accurate copies
\nof each agreement, registration and other documents relating to the Company
\nIntellectual Property set forth on the Disclosure Schedule.<\/p>\n
(a) The Company owns or possesses adequate and enforceable licenses,
\npatents, trademarks, service marks, brand names and trade names, all
\napplications for any of the foregoing, all other trade secrets, designs, plans,
\nspecifications and other rights of every kind necessary to use the Company
\nIntellectual Property. The Company is not in violation of, or infringing upon,
\nany Intellectual Property of any third party, and no claims have been asserted,
\nnor is there any litigation pending or, to the Knowledge of the Stockholder or
\nthe Company, threatened claiming such infringement. The Disclosure Schedule
\nidentifies each item of Company Intellectual Property owned by the Company and
\nthe Company owns such Company Intellectual Property free and clear of all
\nEncumbrances other than Permitted Encumbrances. Other than commercially
\navailable over-the-counter “shrink wrap” software, the Disclosure Schedule
\nidentifies each item of Intellectual Property that any third party owns and that
\nthe Company uses pursuant to license, sublicense, agreement or permission. With
\nrespect to each such item: (i) the license, sublicense, agreement or permission
\ncovering the item is legal, valid, binding, enforceable and in full force and
\neffect against the Company; (ii) the license, sublicense, agreement or
\npermission will continue to be legal, valid, binding, enforceable and in full
\nforce and effect on identical terms following the consummation of the
\ntransactions contemplated hereby; (iii) neither the Company, nor to the
\nKnowledge of the Stockholder or the Company, the other party to the<\/p>\n
11<\/p>\n
license, sublicense, agreement or permission is in breach or default, and to the
\nKnowledge of the Stockholder or the Company, no event has occurred which with
\nnotice or lapse of time would constitute a breach or default or permit
\ntermination, modification or acceleration thereunder; (iv) neither the Company,
\nnor to the Knowledge of the Stockholder or the Company, the other party to the
\nlicense, sublicense, agreement or permission has repudiated any provision
\nthereof; (v) with respect to each sublicense, the representations and warranties
\nset forth in subsections (i) through (iv) above are true and correct with
\nrespect to the underlying license; (vi) the underlying item of Intellectual
\nProperty is not subject to any outstanding Order; (vii) no Actions or
\nProceedings against the Company are pending or, to the Knowledge of the
\nStockholder or the Company, are threatened which challenge the legality,
\nvalidity or enforceability of the underlying item of Intellectual Property; and
\n(viii) the Company has not granted any sublicense or similar right with respect
\nto the license, sublicense, agreement or permission. The Company has delivered
\nto PurchasePro complete and accurate copies of each agreement, registration and
\nother documents relating to the ownership or right to use Company Intellectual
\nProperty.<\/p>\n
3.17 Proprietary Information of Third Parties. No third party has claimed
\n —————————————-
\nor, to the Knowledge of the Stockholder and the Company, has reason to claim
\nthat any person employed by or, to the Knowledge of the Stockholder and the
\nCompany without investigation, affiliated with the Company in connection with
\nand during the Company’s ownership and operation of its business has (i)
\nviolated or may be violating any of the terms or conditions of such person’s
\nemployment, non-competition or non-disclosure agreement with such third party,
\n(ii) disclosed or may be disclosing or utilized or may be utilizing any trade
\nsecret or proprietary information or documentation of such third party, or (iii)
\ninterfered or may be interfering in the employment relationship between such
\nthird party and any of its present or former employees. No third party has
\nrequested information from the Company which suggests that such a claim might be
\ncontemplated. To the Knowledge of the Stockholder and the Company without
\ninvestigation, no person employed by or affiliated with the Company in
\nconnection with and during the Company’s ownership and operation of its business
\nhas employed or proposes to employ any trade secret or any information or
\ndocumentation proprietary to any former employer and to the Knowledge of the
\nStockholder and the Company without investigation, no person employed by or
\naffiliated with the Company in connection with and during the Company’s
\nownership and operation of its business has violated any confidential
\nrelationship which such person may have had with any third party, in connection
\nwith the development, manufacture or sale of any product or proposed product or
\nthe development or sale of any service or proposed service of the Company.<\/p>\n
3.18 Litigation. There are no Actions or Proceedings pending or threatened
\n ———-
\nor, to the Knowledge of the Stockholder and the Company, anticipated against,
\nrelating to or affecting (i) the Company, its Assets and Properties or the
\nCompany’s business, (ii) the Stockholder and his business and properties, or
\n(iii) the transactions contemplated by this Agreement, and, to the Knowledge of
\nthe Stockholder and the Company there is no basis for any such Action or
\nProceeding. The Company is not in default with respect to any Order, and there
\nare no unsatisfied judgments against the Company.<\/p>\n
3.19 Compliance with Law. The Company is in compliance with all applicable
\n ——————-
\nlaws, statutes, Orders, ordinances and regulations, whether federal, state,
\nlocal or foreign, except where the failure to comply, in each instance and in
\nthe aggregate, do not have a Material Adverse Effect on the Company. Neither the
\nCompany nor the Stockholder has received any written notice, or otherwise has
\nbeen advised that, the Company is not in compliance with any of such laws,
\nstatutes, Orders, ordinances or regulations, where the failure to comply would
\nhave a Material Adverse Effect on the Company.<\/p>\n
3.20 Contracts. The Disclosure Schedule contains a true and complete list
\n ———
\nof each of the following written or oral contracts, agreements or other
\narrangements to which the Company is a party or by which any of its Assets and
\nProperties is bound (and, to the extent oral, accurately describes the terms of
\nsuch contracts, agreements and arrangements) (“Material Contracts”):<\/p>\n
(i) all collective bargaining or similar labor agreements;<\/p>\n
(ii) all contracts for the employment of any officer, employee
\n or other person or entity on a full time, part time, consulting or other
\n basis, and all contracts imposing any payment obligation or other
\n liabilities on the Company upon any termination of employment of any of the
\n Company’s employees or consultants;<\/p>\n
12<\/p>\n
(iii) all loan agreements, indentures, debentures, notes or
\n letters of credit relating to the borrowing of money or to mortgaging,
\n pledging or otherwise placing a lien on any material asset or material
\n group of assets of the Company;<\/p>\n
(iv) all guarantees of any obligation;<\/p>\n
(v) all leases or agreements under which the Company is
\n lessee or lessor of, or holds, or operates, any property, real or personal,
\n owned by any other party;<\/p>\n
(vi) all commitments, contracts, sales contracts, purchase
\n orders, mortgage agreements or groups of related agreements with the same
\n party or any group or affiliated parties which require or may in the future
\n require payment of any consideration by the Company;<\/p>\n
(vii) except for commercially available over-the-counter
\n “shrink-wrap software,” all license agreements, distribution agreements or
\n any other agreements involving any Company Intellectual Property;<\/p>\n
(viii) all subscription or registration rights agreements or any
\n other agreements related to the equity ownership of the Company; and<\/p>\n
(ix) all contracts or commitments that in any way restrict the
\n Company from carrying on its business anywhere in the world.<\/p>\n
Each contract, agreement or other arrangement disclosed in the
\nDisclosure Schedule is in full force and effect and constitutes a legal, valid
\nand binding agreement, enforceable in accordance with its terms, of each party
\nthereto; and the Company has performed all of its required obligations under,
\nand is not in violation or breach of or default under, any such contract,
\nagreement or arrangement. The other parties to any such contract, agreement or
\narrangement are not in violation or breach of or default under any such
\ncontract, agreement or arrangement. None of the present or former employees,
\nofficers, directors or shareholders of the Company is a party to any oral or
\nwritten contract or agreement prohibiting any of them from freely competing with
\nother parties or engaging in the Company’s business as now operated.<\/p>\n
3.21 Environmental Matters.
\n ——————— <\/p>\n
(a) The Company is in compliance with all applicable “Environmental
\nLaws” (as defined below). In the last five (5) years, the Company has not
\nreceived any communication (whether written or oral), from a Governmental or
\nRegulatory Authority, that alleges that the Company or any of the Assets or
\nProperties used in the Company’s business is not in full compliance with
\nEnvironmental Laws. The Company has all Permits necessary for the conduct of its
\nbusiness as currently conducted. The Company has not been notified by any
\nrelevant Governmental or Regulatory Authority that any Permit will be modified,
\nsuspended or revoked or cannot be renewed in the Ordinary Course of Business.<\/p>\n
(b) There is no “Environmental Notice” (as defined below) that is
\npending or, to the Knowledge of the Stockholder or the Company, threatened
\nagainst the Company.<\/p>\n
(c) For purposes of this Section 3.21:
\n ———— <\/p>\n
(i) “Environment” means any surface water, ground water,
\n ———–
\n drinking water supply, land surface or subsurface strata, ambient air and
\n any indoor workplace.<\/p>\n
(ii) “Environmental Notice” means any written notice by any
\n ——————–
\n Governmental or Regulatory Authority alleging potential liability
\n (including, without limitation, potential liability for investigative
\n costs, cleanup costs, governmental costs, harm or damages to person,
\n property, natural resources or other fines or penalties) arising out of,
\n based on or resulting from (a) the emission, discharge, disposal, release
\n or threatened release in or into the Environment of any Material or (b)
\n circumstances forming the basis of any violation, or alleged violation, of
\n any applicable Environmental Law.<\/p>\n
13<\/p>\n
(iii) “Environmental Laws” means all national, state, local and
\n ——————
\n foreign laws, codes, regulations, common law, requirements, directives,
\n Orders, and administrative or judicial interpretations thereof, all as in
\n effect on the date hereof or on the Closing Date, that may be enforced by
\n any Governmental or Regulatory Authority, relating to pollution, the
\n protection of the Environment or the emission, discharge, disposal, release
\n or threatened release of Materials in or into the Environment.<\/p>\n
(iv) “Material” (for purposes of this Section 3.21) means
\n ——– ————
\n pollutants, contaminants or chemical, industrial, hazardous or toxic
\n materials or wastes, including, without limitation, petroleum and petroleum
\n products.<\/p>\n
3.22 Inventory. The inventory of the Company is in good and merchantable
\n ———
\ncondition, and suitable and usable in the Ordinary Course of Business for the
\npurposes for which intended. There is no material adverse condition affecting
\nthe supply of materials available to the Company. All inventories used in or
\nrelating to the conduct of the Company’s business are owned by the Company free
\nand clear of any Encumbrances.<\/p>\n
3.23 Accounts Receivable. The accounts receivable and all other
\n ——————-
\nreceivables shown on the Financial Statements and on the Interim Financial
\nStatements (subject to reserves for non-collectability as reflected therein),
\nand all receivables acquired or generated by the Company since the end of the
\nperiod covered by the Interim Financial Statements (subject to reserves for non-
\ncollectability as reflected on the books and financial statements of the
\nCompany), are bona fide receivables and represent amounts due with respect to
\nactual, arms-length transactions entered into in the Ordinary Course of Business
\nof the Company and are collectible, legal, valid and binding obligations of the
\nobligors, and should be able to be collected by the Company without counterclaim
\nor setoff. Such reserves have been reflected on the books and financial
\nstatements of the Company in accordance with GAAP.<\/p>\n
3.24 Plants, Buildings, Structures, Facilities and Equipment. All plants,
\n ——————————————————-
\nbuildings, structures, facilities and equipment used by the Company in the
\nconduct of its business are structurally sound with no known material defects
\nand are in good operating condition and repair (subject to normal wear and tear)
\nso as to permit the operation of its business as presently conducted. No such
\nplant, building, structure, facility or equipment is in need of maintenance or
\nrepairs except for ordinary, routine maintenance and repairs which are not
\nmaterial in nature or cost. With respect to each plant, building, structure,
\nfacility or item of equipment, the Company has not received notification that it
\nis in violation, in any material respect, of any applicable building, zoning,
\nsubdivision, fire protection, health or other law, Order, ordinance or
\nregulation and no such violation exists.<\/p>\n
3.25 Insurance. Set forth on the Disclosure Schedule is a complete and
\n ———
\naccurate list of all primary, excess and umbrella policies, bonds and other
\nforms of insurance currently owned or held by or on behalf of and\/or providing
\ninsurance coverage to the Company or the Assets and Properties of the Company
\n(or any of the Company’s directors, officers, salespersons, agents or
\nemployees). The Company carries adequate insurance coverage for its Assets and
\nProperties. All such policies are in full force and effect, and with respect to
\nsuch policies, all premiums currently payable or previously due have been paid,
\nand no notice of cancellation or termination has been received with respect to
\nany such policy. All such policies are sufficient for compliance with all
\nrequirements of law and all agreements to which the Company is a party or
\notherwise bound, and are valid, outstanding, collectible and enforceable
\npolicies and will remain in full force and effect through the Closing Date. None
\nof such policies contains a provision that would permit the termination,
\nlimitation, lapse, exclusion or change in the terms of coverage of such policy
\n(including, without limitation, a change in the limits of liability) by reason
\nof the consummation of the transactions contemplated by this Agreement. Complete
\nand accurate copies of all such policies and related documentation have
\npreviously been provided to PurchasePro.<\/p>\n
3.26 Tax Matters.
\n ———– <\/p>\n
(a) The Company has or will have filed with the appropriate federal,
\nstate, local and foreign taxing authorities all Tax Returns required to be filed
\nby or with respect to it on or before the Closing Date, and such Tax Returns are
\nor will be true, correct and complete in all material respects. The Company has
\npaid in full or has<\/p>\n
14<\/p>\n
made provision in the Financial Statements and the Interim Financial Statements
\nfor all taxes which are due or claimed to be due from it by any taxing
\nauthority. The reserves for Taxes reflected in the Financial Statements and in
\nthe Interim Financial Statements are sufficient for payment in full of all
\nunpaid Taxes (whether or not currently known or disputed) through the date
\nthereof. The Company has not incurred any liability for Taxes other than in the
\nordinary course of its business since the date of the most recent Interim
\nFinancial Statement. There are no liens for Taxes upon the Assets and Properties
\nof the Company except for statutory liens for current Taxes not yet due.<\/p>\n
(b) The Company has not requested any extension of time within which
\nto file any Tax Return, which Tax Return has not since been filed, or, except as
\nset forth in the Disclosure Schedule, waived any statute of limitations for, or
\nagreed to any extension of time with respect to, the assessment of Taxes. The
\nCompany has not received any notice of deficiency or assessment from any
\nfederal, state, local or foreign taxing authorities with respect to liabilities
\nfor Taxes which have not been fully paid or finally settled, and any such
\ndeficiency or assessment shown on the Disclosure Schedule is being contested in
\ngood faith through appropriate proceedings. Further, no state of facts exists or
\nhas existed which would constitute grounds for the assessment of any liability
\nfor Taxes with respect to the periods prior to the Closing Date which have not
\nbeen audited by any taxing authority. Neither the Company, its officers or
\ndirectors, nor the Stockholder are aware of any information which has caused or
\nshould cause them to believe that an audit by any Tax authority may be
\nforthcoming. No claim has ever been made by an authority in a jurisdiction where
\nthe Company does not file Tax Returns that it is or may be subject to taxation
\nby that jurisdiction.<\/p>\n
(c) The Company has withheld and paid all Taxes required to have been
\nwithheld and paid in connection with amounts paid or owing to any employee,
\nindependent contractor, creditor, stockholder, or other third party.<\/p>\n
(d) The Company has not filed and will not file prior to the Closing a
\nconsent under Code (S) 341(f). The Company is not obligated to make any
\npayments, and is not a party to any agreement that under certain circumstances
\ncould obligate it to make any payments that will not be deductible under Code
\n(S) 280G whether paid prior to or after the Closing. The Company is not and has
\nnot been a United States real property holding corporation within the meaning of
\nCode (S) 897(c)(2).<\/p>\n
15<\/p>\n
3.27 Labor and Employment Relations. The Company is not a party to or
\n ——————————
\nbound by any collective bargaining agreement with any labor organization, group
\nor association covering any of its employees and to the Knowledge of the
\nStockholder and the Company, there are no attempts to organize any of the
\nCompany’s employees by any person, unit or group seeking to act as their
\nbargaining agent. The Company has complied with all applicable laws relating to
\nthe employment of labor, including provisions thereof relating to wages, hours,
\nequal opportunity, collective bargaining, discrimination against race, color,
\nnational origin, religious creed, physical or mental disability, sex, age,
\nancestry, medical condition, marital status or sexual orientation, and the
\nwithholding and payment of social security and other taxes. There are no pending
\nor, to the Knowledge of the Stockholder and the Company, threatened charges (by
\nemployees, their representatives or governmental authorities) of unfair labor
\npractices or of employment discrimination or of any other wrongful action with
\nrespect to any aspect of employment of any person employed or formerly employed
\nby the Company. No union representation elections relating to the Company’s
\nemployees have been scheduled by any Governmental or Regulatory Authority, and
\nto the Knowledge of the Stockholder and the Company, no organizational effort is
\nbeing made with respect to any of such employees and there is no investigation
\nof the Company’s employment policies or practices by any Governmental or
\nRegulatory Authority pending or to the Knowledge of the Stockholder and the
\nCompany, threatened. The Company is not currently, and in the past has not been,
\ninvolved in labor negotiations with any unit or group seeking to become the
\nbargaining unit for any employees of the Company. The Company has never
\nexperienced any work stoppages and, to the Knowledge of the Stockholder and the
\nCompany, no work stoppage has been threatened or is planned.<\/p>\n
3.28 Certain Employees. The Company has previously provided a list of the
\n —————–
\nnames of the Company’s employees and consultants as of the date hereof involved
\nin the management and business operations of the Company, together with the
\ntitle or job classification of each such person and the total compensation (with
\nwages and bonuses, if any, separately detailed) paid in 1999 (if applicable) and
\nthe current rate of pay for each such person on the date of this Agreement.<\/p>\n
3.29 Absence of Certain Developments. Subject to Sections 2.2(d) and
\n ——————————- —————
\n7.11, since the end of the period covered by the Interim Financial Statements,
\n—-
\nthe Company has not:<\/p>\n
(a) issued any stock, bonds or other corporate securities or any
\nright, options or warrants with respect thereto;<\/p>\n
(b) borrowed any amount, obtained any letters of credit or incurred
\nor become subject to any debt liabilities, provided that the Company will
\nprovide written notification to PurchasePro for any single transaction of this
\nnature in excess of Fifteen Thousand Dollars ($15,000);<\/p>\n
(c) discharged or satisfied any lien or Encumbrance or paid any
\nobligation or Liability, other than current Liabilities paid in the Ordinary
\nCourse of Business and other than current federal income Tax liabilities;<\/p>\n
(d) declared or made any payment or distribution of cash or other
\nproperty to shareholders with respect to its stock, or purchased or redeemed any
\nshares of its capital stock, other than the redemption of Anderson’s shares in
\nthe Company;<\/p>\n
(e) mortgaged or pledged any of its Assets or Properties, or
\nsubjected them to any lien, charge or any other Encumbrance, except liens for
\ncurrent property Taxes not yet due and payable;<\/p>\n
(f) sold, leased, subleased, assigned or transferred any of its
\nAssets or Properties, except in the Ordinary Course of Business, or cancelled
\nany debts or claims except in the Ordinary Course of Business;<\/p>\n
(g) made any changes in any employee compensation, severance or
\ntermination agreement, commitment or transaction other than routine salary
\nincreases consistent with past practice or offer employment to any individuals
\nwithout PurchasePro’s prior written consent;<\/p>\n
(h) other than in the Ordinary Course of Business, entered into any
\nmaterial transaction;<\/p>\n
16<\/p>\n
(i) suffered any damage, destruction or casualty loss, whether or not
\ncovered by insurance;<\/p>\n
(j) made any capital expenditures, additions or improvements, except
\nthose made in the Ordinary Course of Business;<\/p>\n
(k) entered into any transaction or operated the Company’s business,
\nnot in the Ordinary Course of Business;<\/p>\n
(l) made any change in its accounting methods or practices or ceased
\nmaking accruals for taxes, obsolete inventory, vacation and other customary
\naccruals;<\/p>\n
(m) ceased from reserving cash to pay taxes, principal and interest
\non borrowed funds, and other customary expenses and payments;<\/p>\n
(n) caused to be made any reevaluation of any of its Assets or
\nProperties;<\/p>\n
(o) caused to be entered into any amendment or termination of any
\nlease, customer or supplier contract or other material contract or agreement to
\nwhich it is a party other than in the Ordinary Course of Business;<\/p>\n
(p) made any material change in any of its business policies,
\nincluding, without limitation, advertising, distributing, marketing, pricing,
\npurchasing, personnel, sales, returns, budget or product acquisition or sale
\npolicies;<\/p>\n
(q) terminated or failed to renew, or received any written threat
\n(that was not subsequently withdrawn) to terminate or fail to renew, any
\ncontract or other agreement that is or was material to the Company’s business or
\nits financial condition;<\/p>\n
(r) permitted to occur or be made any other event or condition of any
\ncharacter which has had a Material Adverse Effect on it;<\/p>\n
(s) waived any rights material to its financial or business
\ncondition;<\/p>\n
(t) made any illegal payment or rebates; or<\/p>\n
(u) entered into any agreement to do any of the foregoing.<\/p>\n
3.30 Customers. The Company has previously provided to PurchasePro a true
\n ———
\nand correct list of the Company’s customers during the 1998 and 1999 fiscal
\nyears and through September 30, 2000. Except as set forth in the Disclosure
\nSchedule, since October 31, 1999, to the Knowledge of the Stockholder and the
\nCompany, no single customer or group of affiliated customers contributing more
\nthan Fifteen Thousand Dollars ($15,000) per annum to the gross revenues of the
\nCompany has stopped doing business with the Company and, to the Knowledge of the
\nStockholder and the Company, no such customer has an intention to discontinue
\ndoing business or reduce the level of gross revenues from that in fiscal years
\n1998 or 1999 with the Company.<\/p>\n
3.31 Necessary Property. All of the Real Property and Assets and
\n ——————
\nProperties owned or leased by the Company and the Intellectual Property owned by
\nor licensed to the Company constitute all of the property reasonably necessary
\nfor the conduct of the Company’s business in the manner and to the extent
\npresently conducted by the Company.<\/p>\n
3.32 Bank Accounts. The Disclosure Schedule contains a complete and
\n ————-
\naccurate list of each deposit account or asset maintained by or on behalf of the
\nCompany with any bank, brokerage house or other financial institution,
\nspecifying with respect to each the name and address of the institution, the
\nname under which the account is maintained, the account number, and the name and
\ntitle or capacity of each Person authorized to have access thereto.<\/p>\n
3.33 Permits. All Permits material to the Business are currently effective
\n ——-
\nand valid and have been validly issued. To the Knowledge of the Stockholder and
\nthe Company, no additional Permits are necessary to enable the Company to
\nconduct its business in compliance with all applicable federal, state and local
\nlaws. Neither the execution,<\/p>\n
17<\/p>\n
delivery or performance of this Agreement nor the mere passage of time will have
\nany effect on the continued validity or sufficiency of the Permits, nor will any
\nadditional Permits be required by virtue of the execution, delivery or
\nperformance of this Agreement to enable the Company to conduct its business as
\nnow operated. There is no pending Action or Proceeding by any Governmental or
\nRegulatory Authority which could affect the Permits or their sufficiency for the
\ncurrent conduct of the Company’s business or of the conduct of the Company’s
\nbusiness after the Closing. The Company has provided PurchasePro with true and
\ncomplete copies of all Permits.<\/p>\n
3.34 Third Party Consents. No consent, approval or authorization of any
\n ——————–
\nthird party on the part of the Stockholder or the Company is required in
\nconnection with the consummation of the transactions contemplated hereunder.<\/p>\n
3.35 Brokers. Neither the Stockholder nor the Company has retained any
\n ——-
\nbroker in connection with the transactions contemplated hereunder. PurchasePro
\nhas, and will have, no obligation to pay any broker’s, finder’s, investment
\nbanker’s, financial advisor’s or similar fee in connection with this Agreement
\nor the transactions contemplated hereby by reason of any action taken by or on
\nbehalf of the Stockholder or the Company.<\/p>\n
3.36 Material Misstatements and Omissions. The statements,
\n ————————————
\nrepresentations and warranties of the Stockholder contained in this Agreement
\n(including the exhibits and schedules hereto) and in each document, statement,
\ncertificate or exhibit furnished or to be furnished by or on behalf of the
\nCompany and the Stockholder pursuant hereto, or in connection with the
\ntransactions contemplated hereby, taken together, do not contain and will not
\ncontain any untrue statement of a material fact and do not and will not omit to
\nstate a material fact necessary to make the statements or facts contained herein
\nor therein, in light of the circumstances made, not misleading.<\/p>\n
ARTICLE IV
\n REPRESENTATIONS AND WARRANTIES OF PURCHASEPRO
\n ———————————————<\/p>\n
PurchasePro represents and warrants to the Stockholder as of the Closing as
\nfollows:<\/p>\n
4.1 Organization of PurchasePro. PurchasePro is a corporation duly
\n —————————
\norganized, validly existing, and in good standing under the laws of the State of
\nNevada. PurchasePro is duly authorized to conduct business and is in good
\nstanding under the laws of each jurisdiction where such qualification is
\nrequired except for any jurisdiction where failure so to qualify would not have
\na Material Adverse Effect upon PurchasePro. PurchasePro has full power and
\nauthority, and holds all Permits and authorizations necessary, to carry on the
\nbusiness in which it is engaged and to own and use the properties owned and used
\nby it except where the failure to have such power and authority or to hold such
\nlicense, permit or authorization would not have a Material Adverse Effect on
\nPurchasePro.<\/p>\n
4.2 Authority of PurchasePro. PurchasePro has all necessary corporate
\n ————————
\npower and corporate authority and has taken all corporate actions necessary to
\nenter into this Agreement, to consummate the transactions contemplated hereby
\nand to perform its obligations hereunder and no other proceedings on the part of
\nPurchasePro are necessary to authorize this Agreement or to consummate the
\ntransactions contemplated hereby. This Agreement has been duly and validly
\nexecuted and delivered by PurchasePro and constitutes a legal, valid and binding
\nobligation of PurchasePro enforceable against PurchasePro in accordance with its
\nterms except (i) as limited by applicable bankruptcy, insolvency,
\nreorganization, moratorium and other laws of general application affecting
\nenforcement of creditors’ rights generally and (ii) as limited by laws relating
\nto the availability of specific performance, injunctive relief or other
\nequitable remedies.<\/p>\n
4.3 PurchasePro SEC Filings. PurchasePro has furnished or made available
\n ———————–
\nto the Stockholder copies of all reports or registration statements filed by it
\nwith the SEC under the Securities Act and the Exchange Act for all periods since
\nJune 8, 1999, all in the form so filed (all the foregoing being collectively
\nreferred to as the “PurchasePro SEC Filings”). The PurchasePro SEC Filings
\nconstitute all of the documents required to be filed by PurchasePro under
\nSection 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the
\nSEC from June 8, 1999 through the date of this Agreement. As of their respective
\nfiling dates, the PurchasePro SEC Filings complied in all material respects with
\nthe requirements of the Securities Act or the Exchange Act, as the case may be,
\nand none of the PurchasePro SEC Filings contained any untrue statement of a
\nmaterial fact or omitted to state a material fact required to be stated therein
\nor necessary to make the statements made therein, in light of the circumstances
\nin which they were made, not<\/p>\n
18<\/p>\n
misleading, except to the extent corrected by a document subsequently filed with
\nthe SEC. The financial statements of PurchasePro, including the notes thereto,
\nincluded in the PurchasePro SEC Filings comply as to form in all material
\nrespects with applicable accounting requirements and with the published rules
\nand regulations of the SEC with respect thereto, have been prepared in
\naccordance with GAAP consistently applied (except as may be indicated in the
\nnotes thereto or, in the case of unaudited statements, as permitted by Form 10-Q
\nof the SEC) and present fairly the financial position of PurchasePro at the
\ndates thereof and the results of its operations and cash flows for the periods
\nthen ended (subject, in the case of unaudited statements, to normal audit
\nadjustments).<\/p>\n
4.4 Brokers. PurchasePro has not retained any broker in connection with
\n ——-
\nthe transactions contemplated hereunder. Each of the Stockholder and the Company
\nhas, and will have, no obligation to pay any broker’s, finder’s, investment
\nbanker’s, financial advisor’s or similar fee in connection with this Agreement
\nor the transactions contemplated hereby by reason of any action taken by or on
\nbehalf of PurchasePro.<\/p>\n
4.5 PurchasePro Common Stock. Assuming all the conditions set forth in
\nSection 2.3 are satisfied, all PurchasePro Common Stock issued to the
\n———–
\nStockholder pursuant to Section 2.2(b) shall be duly authorized, validly issued,
\n ————-
\nfully paid and nonassessable, free of legends and not subject to any
\nEncumbrances.<\/p>\n
4.6. Material Misstatements and Omissions. The statements, representations
\n ————————————
\nand warranties of PurchasePro contained in this Agreement (including the
\nexhibits and schedules hereto) and in each document, statement, certificate or
\nexhibit furnished or to be furnished by or on behalf of PurchasePro pursuant
\nhereto, or in connection with the transactions contemplated hereby, taken
\ntogether, do not contain and will not contain any untrue statement of a material
\nfact and do not and will not omit to state a material fact necessary to make the
\nstatements or facts contained herein or therein, in light of the circumstances
\nmade, not misleading.<\/p>\n
ARTICLE V
\n CONDITIONS TO THE OBLIGATIONS OF COMPANY AND STOCKHOLDER
\n ——————————————————–<\/p>\n
The obligations of the Stockholder and the Company to effect the
\ntransactions contemplated hereby are subject to the satisfaction, on or before
\nthe Execution Date and the Closing Date, as indicated, of each of the following
\nconditions:<\/p>\n
5.1 Representations, Warranties and Covenants. All representations and
\nwarranties of PurchasePro contained in this Agreement shall be true and correct
\nin all material respects as of the Execution Date and as of the Closing Date,
\nrespectively, and PurchasePro shall have performed all agreements and covenants
\nrequired to be performed by it prior to or on the Closing Date.<\/p>\n
5.2 No Actions or Proceedings. No Actions or Proceedings shall have been
\ninstituted or threatened as of either the Execution Date or the Closing Date
\nwhich question the validity or legality of the transactions contemplated hereby.<\/p>\n
5.3 Closing Deliveries. PurchasePro shall have delivered and executed the
\ndocuments required to be delivered and executed by PurchasePro pursuant to
\nSection 2.4(c) hereof.<\/p>\n
ARTICLE VI
\n CONDITIONS TO THE OBLIGATIONS OF PURCHASEPRO
\n ——————————————–<\/p>\n
The obligation of PurchasePro to effect the transactions contemplated
\nhereby is subject to the satisfaction, on or before the Execution Date and the
\nClosing Date, as indicated, of each of the following conditions:<\/p>\n
6.1 Representations, Warranties and Covenants. All representations and
\n —————————————–
\nwarranties of the Stockholder and the Company contained in this Agreement shall
\nbe true and correct in all material respect as of the Execution Date and as of
\nthe Closing Date, respectively, and the Stockholder and the Company shall have
\nperformed all agreements and covenants required to be performed by them prior to
\nor on the Closing Date.<\/p>\n
6.2 No Material Adverse Change. There has not been any material adverse
\n ————————–
\nchange, or any event or development which, individually or together with other
\nsuch events, could<\/p>\n
19<\/p>\n
reasonably be expected to result in a failure to satisfy the conditions set
\nforth in this Article VI.
\n ———- <\/p>\n
6.3 No Actions or Proceedings. No Actions or Proceedings shall have been
\n ————————-
\ninstituted or threatened as of the Execution Date or the Closing Date which
\nquestion the validity or legality of the transactions contemplated hereby.<\/p>\n
6.4 Consents. All Permits (including without limitation Environmental
\n ——–
\nPermits), authorizations, consents, approvals and waivers from third parties and
\nGovernmental or Regulatory Authorities and other Persons necessary or
\nappropriate to permit the Stockholder and the Company to perform their
\nrespective obligations hereunder and to consummate the transactions contemplated
\nhereby shall have been obtained on or before the Closing Date.<\/p>\n
6.5 Closing Deliveries. The Stockholder and the Company shall have
\n ——————
\ndelivered and executed the documents required to be delivered and executed by
\nthe Stockholder and the Company pursuant to Section 2.4(b) hereof.<\/p>\n
6.6. Additional Documents. The Stockholder and the Company shall furnish
\n ——————–
\nPurchasePro with such other documents as PurchasePro may reasonably request for
\nthe purpose of facilitating the consummation of the transactions contemplated
\nherein.<\/p>\n
6.7 Anderson Transaction. The Company has executed the Redemption
\n ——————–
\nAgreement as of the Execution Date.<\/p>\n
ARTICLE VII
\n COVENANTS OF THE PARTIES
\n ————————<\/p>\n
Each of PurchasePro, the Stockholder and the Company covenants with the
\nothers as follows:<\/p>\n
7.1 Maintenance of Business Prior to Closing. Except as contemplated by
\n —————————————-
\nthis Agreement, during the period from the Execution Date to the Closing Date,
\nthe Company shall conduct its business and operations in accordance with its
\nordinary and usual course of business and seek to preserve intact its business
\norganizations and seek to preserve its current relationships with the customers,
\nsuppliers and other persons with whom it has business relations to the extent
\nconsistent with its ordinary course of business. Without limiting the generality
\nof the foregoing and, except as otherwise expressly provided in this Agreement,
\nprior to the Closing Date, without the prior written consent of PurchasePro,
\nneither the Company nor (to the extent applicable and relevant to the Company)
\nthe Stockholder will:<\/p>\n
(a) (i) create, incur or assume any long-term or short-term debt
\n(including obligations with respect to capital leases), other than under
\nrevolving credit facilities existing as of the date of this Agreement or in
\nconnection with the acquisition of any real estate, machinery, equipment or
\nother capital assets with a purchase price not in excess of $15,000 in the
\naggregate, (ii) assume, guarantee, endorse or otherwise become liable or
\nresponsible for (whether directly, contingently or otherwise) the obligations of
\nany other person or entity, other than endorsing negotiable instruments in the
\nordinary course of business consistent with past practices or (iii) make any
\ncapital expenditure or commitment or additions to Assets or Properties owned by
\nthe Company or used in the Company’s Business that exceed $10,000;<\/p>\n
(b) (i) declare, set aside or pay any dividend or other distribution
\n(whether in cash, stock or property or any combination thereof) in respect of
\nany shares of capital stock of the Company, (ii) redeem or otherwise acquire any
\nshares of capital stock of the Company, (iii) split, combine or reclassify any
\nshares of capital stock of the Company or (iv) place any pledge, security
\ninterest, lien, change, Encumbrance, equity claim, option or limitation of any
\nnature whatsoever on any shares of capital stock of the Company;<\/p>\n
(c) (i) except as required by applicable law, increase the
\ncompensation of any director or officer, or, other than in the ordinary course
\nof business consistent with past practices, any salesperson, agent or employee
\nof the Company, (ii) grant or announce any general increase of compensation with
\nrespect to all or substantially all of the employees of the Company, (iii) pay
\nor agree to pay any pension, retirement allowance, severance or other employee
\nbenefit not required by law or by any Plan to any director, <\/p>\n
20<\/p>\n
officer, salesperson, agent or employee of the Company, whether past or present,
\n(iv) commit itself to any additional pension, profit sharing, bonus, incentive,
\ndeferred compensation, stock purchase, stock option, stock appreciation right,
\ngroup insurance, severance pay, retirement or other employee benefit plan,
\nagreement or arrangement, or to any employment or consulting agreement with or
\nfor the benefit of any Person or (v) amend any Benefit Plan, other than as
\nrequired by, or as necessary to comply with, applicable law or by any such
\nBenefit Plan;<\/p>\n
(d) (i) sell, transfer or otherwise dispose of, or agree to sell,
\ntransfer or otherwise dispose of, Assets or Properties used by the Company in
\nthe conduct of its business in excess of $5,000 in the aggregate (other than
\ninventory sold in the ordinary course of business at prices consistent with past
\npractices) or (ii) permit any Encumbrance on any Assets or Properties that are
\nused in the conduct of the Company’s business;<\/p>\n
(e) permit any insurance (or reinsurance) policies to be cancelled or
\nterminated or any of the coverage thereunder to lapse, unless simultaneously
\nwith such termination, cancellation or lapse, replacement policies with
\nsimilarly rated insurance companies providing coverage equal to or greater than
\ncoverage remaining under those cancelled, terminated or lapsed are in full force
\nand effect;<\/p>\n
(f) make any changes to the Company’s accounting methods, principles
\nor practices, except as required by GAAP;<\/p>\n
(g) permit any damage, destruction or casualty loss, whether covered
\nby insurance or not, material to the Company taken as a whole, or material to
\nany Real Property used by the Company in the conduct of the Company’s business;<\/p>\n
(h) make, pay, discharge or otherwise satisfy any claims, Liabilities
\nor Encumbrances of the Company, other than the payment, discharge or
\nsatisfaction in the ordinary course of business of Liabilities reflected or
\nreserved against in the Interim Financial Statements or incurred in the ordinary
\ncourse of business since the date of the Interim Financial Statements, except
\npayments required by the terms thereof;<\/p>\n
(i) cancel, waive, relinquish or otherwise dispose of any debt,
\nobligations or rights of the Company in excess of $5,000 in the aggregate;<\/p>\n
(j) through negotiation or otherwise, make any commitment or incur
\nany Liability with respect to any labor organization;<\/p>\n
(k) enter into any other agreements, commitments or transactions,
\nexcept agreements, commitments or transactions made in the ordinary course of
\nbusiness;<\/p>\n
(l) make any change to its Articles of Incorporation or Bylaws;<\/p>\n
(m) take or omit to take any action in violation or contravention of
\nany provision of Section 3.29 above or any other representation or warranty
\n ————
\nhereunder;<\/p>\n
(n) issue any shares of its capital stock or other equity securities
\nor subscriptions, options, warrants, calls, commitments or other rights of any
\nkind whatsoever for the purchase or acquisition of, or any securities
\nconvertible or exchangeable for, any capital stock of the Company; or<\/p>\n
(o) agree, whether in writing or orally, whether formally or
\ninformally, to engage in any of the actions described in clauses (a) through
\n ———-
\n(n) of this Section 7.1.
\n— ———–
\n 7.2 Payment of Taxes for Transfer of Company Stock. The Stockholder
\n ———————————————-
\nshall be responsible for the payment of any Taxes payable with respect to the
\ntransfer of the Company Stock.<\/p>\n
7.3 Negative Covenants. Except as otherwise expressly permitted by this
\n ——————
\nAgreement, between the date of this Agreement and the Closing, the Company and
\nthe Stockholder will not, without the prior consent of PurchasePro, take any
\naffirmative action or fail to take any reasonable action within its control, as
\na result of which any of the changes or events listed in Section 3.29 is
\n ————
\nreasonably likely to occur. In addition, <\/p>\n
21<\/p>\n
PURCHASEPRO COM INC-8-J-Current Report Date Filed: January 31, 2001
\n——————————————————————————-<\/p>\n
PurchasePro will not take any affirmative action (including, but not limited to,
\nthe placement of any restrictive legend on the PurchasePro Common Stock
\ncertificates issued pursuant to Section 2.2(b) hereof) or fail to take any
\n ————–
\nreasonable action within its control that would prevent the transfer
\n(concurrently with, or immediately following, the Closing) of the PurchasePro
\nCommon Stock issued pursuant to Section 2.2(b).
\n ————-<\/p>\n
7.4 Investigation by PurchasePro. The Company shall allow PurchasePro, and
\n —————————-
\nits potential lenders, investors and their respective representatives and
\nagents, at PurchasePro’s own expense during regular business hours, or otherwise
\nwith the consent of the Company (which consent shall not be unreasonably
\nwithheld), to conduct such inspections of the Company and to inspect (and, if
\napplicable, make copies of) the Company’s Assets and Properties, Books and
\nRecords, plants, offices, warehouses, and other facilities of the Company as
\nrequested by PurchasePro and reasonably necessary for or reasonably related to
\nthe operation of the Company’s business, including historical financial
\ninformation concerning the Company’s business; provided, however, PurchasePro
\n ——– ——-
\nshall enter into a Confidentiality Agreement, substantially in form and
\nsubstance satisfactory to PurchasePro and the Company, prior to obtaining any
\naccess to such Company information.<\/p>\n
7.5 Consents. As soon as practicable, the Stockholder and the Company
\n ——–
\nwill commence all reasonable action required hereunder to obtain all applicable
\nPermits, consents (including without limitation the consent of the Stockholder’s
\nspouse), approvals and agreements of, and to give all notices and make all
\nfilings with, any third parties as may be necessary to authorize, approve or
\npermit the full and complete consummation of the transactions contemplated
\nhereby by the Closing Date .<\/p>\n
7.6 Notification of Certain Matters. The Stockholder and the Company shall
\n ——————————-
\ngive prompt notice to PurchasePro, and PurchasePro shall give prompt notice to
\nthe Stockholder and the Company of (i) the discovery of a fact or facts of which
\nhe or it has actual knowledge which cause him or it to conclude that any of the
\nrepresentations, warranties or statements made by another party hereto or in an
\nany exhibit, schedule or other document delivered pursuant to this Agreement,
\nmay be false or misleading or omit to state facts necessary in order to make
\nsuch representations, warranties or statements not false or misleading; (ii) the
\noccurrence, or failure to occur, of any event which occurrence or failure would
\nbe likely to cause any representation or warranty contained in this Agreement to
\nbe untrue or inaccurate any time from the date hereof to the Closing Date; and
\n(iii) any failure of PurchasePro, the Stockholder or the Company, as the case
\nmay be, to comply with or satisfy any covenant, condition or agreement to be
\ncomplied with or satisfied by him or it hereunder. Each party shall use all
\nreasonable efforts to remedy any failure on his or its part to comply with or
\nsatisfy any covenant, condition or agreement to be complied with or satisfied by
\nhim or it hereunder. During the period from the date of this Agreement to the
\nClosing Date, the Stockholder and the Company will promptly notify PurchasePro
\nof any material change in, or outside of, the normal course of business or
\noperations of the Company and of any Governmental or Regulatory Authority
\ncomplaints, investigative hearings, or the institution, threat (to the Knowledge
\nof the Stockholder and\/or the Company of such threat) or settlement of
\nlitigation, and shall keep PurchasePro fully informed in reasonable detail of
\nsuch events. The Company shall not enter into any settlements in connection with
\nany such litigation without the prior written consent of PurchasePro.<\/p>\n
7.7 No Negotiation. Until this Agreement is terminated, neither the
\n ————–
\nCompany nor the Stockholder nor any of their respective Affiliates will directly
\nor indirectly solicit, initiate or encourage any inquiries or proposals from,
\ndiscuss or negotiate with, provide any non-public information to or consider the
\nmerits of any unsolicited inquiries or proposals from, any Person (other than
\nPurchasePro) relating to any transaction involving the sale of all or a
\nsubstantial portion of (i) the Stockholder’s beneficial ownership in the Company
\nStock or any other securities of the Company owned by the Stockholder, (ii) the
\nbusiness or assets of the Company or (iii) any of its capital stock or any
\nmerger, consolidation, business combination or similar transaction involving the
\nCompany (each a “Proposed Acquisition Transaction”). The Company and the
\nStockholder will immediately notify PurchasePro if any discussions or
\nnegotiations are sought to be initiated, any inquiry or proposal is made, or any
\ninformation is requested with respect to any Proposed Acquisition Transaction
\nand notify PurchasePro of the terms of any written proposal which it or its
\nAffiliates may receive in respect of any such Proposed Acquisition Transaction,
\nincluding without limitation the identity of the prospective purchaser or
\nsoliciting party. The Company and the Stockholders shall also provide
\nPurchasePro with a copy of any written offer.<\/p>\n
22<\/p>\n
7.8 Reasonable Best Efforts. Subject to the terms and conditions of this
\n ———————–
\nAgreement, each of the parties hereto will use its reasonable best efforts to
\ntake, or cause to be taken, all action, or to do, or cause to be done, all
\nthings necessary, proper or advisable under applicable laws and regulations to
\nconsummate and make effective the transactions contemplated by this Agreement,
\nincluding, without limitation, obtaining all consents and approvals of all
\nPersons and Governmental or Regulatory Authorities and removing any injunctions
\nor other impairments or delays or otherwise which are necessary to the
\nconsummation of the transactions contemplated by this Agreement. The Stockholder
\nand the Company will not, directly or indirectly, solicit or discuss with any
\nother Person any proposals concerning the sale, lease or other disposition of
\nthe Company, and the Stockholder and the Company agree not to furnish, directly
\nor indirectly, to any Person who is a potential acquiror of the Company any non-
\npublic information relating to the Company.<\/p>\n
7.9 Filings. Each of the parties hereto will use his or its reasonable
\n ——-
\nbest efforts to make or cause to be made all such filings and submissions as may
\nbe required under applicable laws and regulations for the consummation of the
\ntransactions contemplated by this Agreement. The Stockholder, the Company and
\nPurchasePro will coordinate and cooperate with one another in exchanging such
\ninformation and provide each other such assistance as any other party may
\nreasonably request in connection with the foregoing; provided, however, that the
\n ——– ——-
\nStockholder shall be solely responsible for the preparation and filing of any
\nshort year Tax Returns of the Company for the period ending on the Closing Date
\n(the “Stub Period Tax Filing”).<\/p>\n
7.10 Public Announcements. Except as required by applicable law, prior to
\n ——————–
\nthe Closing none of the parties hereto will issue or cause the publication of
\nany press release or otherwise make any public statement with respect to
\ntransactions contemplated hereby without the consent of the other parties
\nhereto.<\/p>\n
7.11 Planned Distributions. Notwithstanding anything to the contrary in
\n ———————
\nthis Agreement, the Company shall be permitted to (i) transfer warrants to
\npurchase 50,000 shares of NEI common stock to the Stockholder and (ii) make
\ndistributions to its employees prior to Closing that would otherwise not be made
\nin the Ordinary Course of Business (with respect to such distributions made
\npursuant to this subsection (ii) of Section 7.11, “Planned Distributions”);
\n ————
\nprovided, however, that the Planned shall in no event exceed One Million One
\n——– ——-
\nHundred Thousand Dollars ($1,100,000) in the aggregate.<\/p>\n
7.12 Financial Statements. The Company shall prepare all financial
\n ——————–
\nstatements of the Company for the period beginning on November 1, 2000 and
\nending on the Closing Date in accordance with GAAP .<\/p>\n
7.13 Rule 144 Reporting. With a view to making available the benefits of
\n ——————
\ncertain rules and regulations of the SEC which may at any time permit the sale
\nof the PurchasePro Common Stock issued to the Stockholder, pursuant to Section
\n ——-
\n2.2(b) hereof, to the public without registration, PurchasePro agrees at all
\n—–
\ntimes from the date of this Agreement until the sale of the PurchasePro Common
\nStock issued to the Stockholder under Section 2.2(b) to (i) make and keep public
\n ————-
\ninformation available, as those terms are understood and defined in Rule 144
\nunder the Securities Act and (ii) use its best efforts to file with the SEC in a
\ntimely manner all reports and other documents required of PurchasePro under the
\nSecurities Act and the Exchange Act.<\/p>\n
7.14 Distribution of Warrants. The parties hereto agree that at any time
\n ————————
\nthe warrants to purchase the common stock of Networld Exchange, Inc. (“NEI”) at
\n$3.33 per share issuable pursuant to that certain Strategic Alliance Agreement
\ndated January 19, 2000 by and between the Company and NEI are issued, the first
\n100,000 shares of such warrants shall be issued to the Company.<\/p>\n
23<\/p>\n
ARTICLE VIII
\n ACTIONS BY THE PARTIES AFTER THE CLOSING
\n —————————————-<\/p>\n
8.1 Survival of Representations, Warranties, Etc. The representations,
\n ——————————————–
\nwarranties and covenants contained in or made pursuant to this Agreement or any
\ncertificate, document or instrument delivered pursuant to or in connection with
\nthis Agreement in the transactions contemplated hereby shall survive the
\nexecution and delivery of this Agreement and the Closing hereunder
\nnotwithstanding any investigation, analysis or evaluation by PurchasePro or its
\ndesignees of the Assets and Properties, its business, operations or condition
\n(financial or otherwise) of the Company and thereafter the representations and
\nwarranties of the Stockholder, the Company and PurchasePro shall continue to
\nsurvive in full force and effect for a period of eighteen (18) calendar months
\nafter the Closing Date; provided, however, the representations and warranties in
\n ——– ——-
\nSections 3.1 through 3.5 shall survive indefinitely and in Section 3.26 shall
\n———— — ————
\nsurvive for the statute of limitations plus one year.<\/p>\n
8.2 Indemnification.
\n —————<\/p>\n
(a) By the Stockholder. The Stockholder shall indemnify, defend and
\n ——————
\nhold harmless PurchasePro, and its officers, directors, employees, agents,
\nsuccessors and assigns (collectively the “PurchasePro Group”) from and against
\nany and all costs, losses, Liabilities, damages, lawsuits, deficiencies, claims
\nand expenses actually surrendered or incurred by them, including without
\nlimitation, interest, penalties, and attorneys’ fees and all amounts paid in
\ninvestigation, defense or settlement of any of the foregoing, except as
\notherwise provided below (collectively, the “Damages”), incurred in connection
\nwith, arising out of, resulting from or incident to (i) any breach of any
\ncovenant, representation, warranty or agreement or the inaccuracy of any
\nrepresentation, made by the Company or the Stockholder in or pursuant to this
\nAgreement, or in the other documents delivered in connection with the
\ntransactions contemplated in this Agreement, (ii) Actions or Proceedings set
\nforth in the Disclosure Schedule or in the other documents delivered in
\nconnection with the transactions contemplated in this Agreement and (iii) the
\nStub Period Tax Filing.<\/p>\n
(b) By PurchasePro. PurchasePro shall indemnify, reimburse, defend
\n ————–
\nand hold harmless the Stockholder and his agents, successors and assigns from
\nand against any and all Damages incurred in connection with, arising out of,
\nresulting from or incident to any breach of any covenant, representation,
\nwarranty or agreement or the inaccuracy of any representation, made by
\nPurchasePro in or pursuant to this Agreement or in the other documents delivered
\nin connection with the transactions contemplated in this Agreement.<\/p>\n
(c) Defense of Claims. If any Action or Proceeding is threatened,
\n —————–
\nfiled or initiated by a third party against any party entitled to the benefit of
\nindemnity hereunder, written notice thereof shall be given to the indemnifying
\nparty as promptly as practicable (and in any event within ten (10) days after
\nthe service of the citation or summons); provided, however, that the failure of
\n ——– ——-
\nany indemnified party to give timely notice shall not affect rights to
\nindemnification hereunder except to the extent that the indemnifying party
\ndemonstrates actual damage caused by such failure. Such notice shall state the
\namount of the Damages, if known, the method of computation, if known, and a
\nreference to the provision of this Agreement in respect to which such right of
\nindemnification is claimed arises. After such notice, if the indemnifying party
\nshall acknowledge in writing to the indemnified party that the indemnifying
\nparty shall be obligated under the terms of its indemnity hereunder in
\nconnection with such Action or Proceeding, then the indemnifying party shall be
\nentitled, if it so elects, to take control of the defense and investigation of
\nsuch Action or Proceeding and to employ and engage attorneys of its own choice
\nto handle and defend the same, such attorneys to be reasonably satisfactory to
\nthe indemnified party, at the indemnifying party’s cost, risk and expense
\n(unless (i) the indemnifying party has failed to assume the defense of such
\nAction or Proceeding or (ii) the named parties to such Action or Proceeding
\ninclude both of the indemnifying party and the indemnified party, and the
\nindemnified party and its counsel determine in good faith that there exists a
\nconflict of interest that would make it inappropriate for the same counsel to
\nrepresent both the indemnifying party and the indemnified party) and to
\ncompromise or settle such Action or Proceeding, which compromise or settlement
\nshall be made only with the written consent of the indemnified party, such
\nconsent not to be unreasonably withheld. The indemnified party may withhold such
\nconsent if such compromise or settlement would have a Material Adverse Effect on
\nthe conduct of<\/p>\n
24<\/p>\n
business or requires less than an unconditional release to be obtained. If (i)
\nthe indemnifying party fails to provide written notice of its intent to assume
\nthe defense of such Action or Proceeding or other claim indicated in the notice
\nwithin fifteen (15) days after receipt of notice thereof pursuant to this
\nSection 8.2, or (ii) the named parties to such Action or Proceeding include both
\n———–
\nthe indemnifying party and the indemnified party and the indemnified party and
\nits counsel determine in good faith that there exists a conflict of interest
\nthat would make it inappropriate for the same counsel to represent both the
\nindemnifying party and the indemnified party, the indemnified party against
\nwhich such Action or Proceeding has been filed or initiated will (upon
\ndelivering notice to such effect to the indemnifying party) have the right to
\nundertake, at the indemnifying party’s cost and expense (which costs and
\nexpenses shall be reasonable), the defense, compromise or settlement of such
\nAction or Proceeding on behalf of and for the account and risk of the
\nindemnifying party; provided, however, that such Action or Proceeding or other
\n ——– ——-
\nclaim shall not be compromised or settled without the written consent of the
\nindemnifying party, which consent shall not be unreasonably withheld. In the
\nevent the indemnified party assumes defense of the Action or Proceeding, the
\nindemnified party will keep the indemnifying party reasonably informed of the
\nprogress of any such defense, compromise or settlement and will consult with and
\nconsider any reasonable advice from, the indemnifying party of any such defense,
\ncompromise or settlement. The indemnifying party shall be liable for any
\nsettlement of any action effected pursuant to and in accordance with this
\nSection 8.2 and for any final judgment (subject to any right of appeal), and the
\n———–
\nindemnifying party agrees to indemnify and hold harmless the indemnified party
\nfrom and against any Damages by reason of such settlement or judgment.<\/p>\n
The indemnified party shall cooperate in all reasonable respects with the
\nindemnifying party and such attorneys in the investigation, trial and defense of
\nsuch Action or Proceeding and any appeal arising therefrom, including without
\nlimitation, making available all records, materials and other information in the
\nindemnified party’s possession or control; provided, however, that the
\n ——– ——-
\nindemnified party may, at its own cost, participate in the investigation, trial
\nand defense of such Action or Proceeding and any appeal arising therefrom. The
\nindemnifying party shall pay all expenses due under this Section 8.2 as such
\n ———–
\nexpenses become due. In the event such expenses are (i) neither in dispute nor
\nso paid or (ii) not so paid because of the insolvency of the indemnifying party,
\nthen, in either case, the indemnified party shall be entitled to settle any
\nAction or Proceeding under this Section 8.2 without the consent of the
\n ———–
\nindemnifying party and without waiving any rights the indemnified party may have
\nagainst the indemnifying party.<\/p>\n
(d) Other Claims. A claim for indemnification for any matter not
\n ————
\ninvolving a third-party claim may be asserted by notice to the party from whom
\nindemnification is sought. Such notice shall state the amount of Damages, if
\nknown, the method of computation thereof, and contain a reference to the
\nprovisions of this Agreement in respect to which such right of indemnification
\nis claimed or arises.<\/p>\n
(e) Tax Indemnification.
\n ——————- <\/p>\n
(i) Notwithstanding anything in this Agreement to the contrary, the
\nStockholder shall indemnify, reimburse, defend and hold harmless all members of
\nthe PurchasePro Group for, from and against all Damages arising in respect of
\nany “Pre-Closing Period” (as defined below) asserted against or incurred by
\nmembers of the PurchasePro Group resulting from a breach of the representations
\nor warranties set forth in Section 3.26 herein, including without limitation the
\n ————
\nDisclosure Schedule referred to therein and relating to such Section (“Tax
\nLosses”). If any correspondence is received from a taxing authority that could
\ngive rise to a right of indemnification under this Section 8.2(e), PurchasePro
\n ————-
\nshall promptly forward such correspondence to the Stockholder.<\/p>\n
(ii) “Pre-Closing Period” means any taxable period ending on or
\nbefore the Closing Date, and the portion of any taxable period beginning on or
\nbefore but ending after the Closing Date which portion begins on the first day
\nof such a taxable period and ends on the Closing Date.<\/p>\n
Notwithstanding anything in this Agreement to the contrary, the
\nStockholder shall have the right, for the period covered by Section 3.26 hereof,
\n ————
\nto control any audit or determination by any taxing authority, contest, defend
\nagainst, resolve, and settle any assessment, notice of deficiency or other
\nadjustment or proposed adjustment of Taxes or otherwise resolve any issue
\npertaining to any Tax Losses; provided, however, that the Stockholder shall not
\n ——– ——-
\nsettle any assessment or claim hereunder that would have a material<\/p>\n
25<\/p>\n
adverse effect on the business, operations, financial condition, Assets and
\nProperties, Liabilities or prospects of PurchasePro or the Company. The
\nStockholder shall have the right to receive from PurchasePro in a timely manner
\ncopies of all correspondence, records and relevant documentation necessary or
\nappropriate to assist in its defense or handling of such matters with any taxing
\nauthority. Purchase Pro shall be timely informed of and have the right to attend
\nall meetings with third parties relating to any claimed Tax Losses (at
\nPurchasePro’s sole expense).<\/p>\n
8.3 Further Assurances. In case at any time after the Closing any further
\n ——————
\naction is actin is necessary or desirable to carry out the purposes of this
\nAgreement, each of the parties will take such further action (including the
\nexecution and delivery of such further instruments and documents) as the other
\nparty reasonably may request, at the sole cost and expense of the requesting
\nparty (unless the requesting party is entitled to indemnification therefor under
\nthis Article VIII)
\n ————<\/p>\n
8.4 Limitation on Indemnification.
\n —————————– <\/p>\n
(a) The parties hereby agree that as a mutual inducement to each of
\nthem to enter into, and as a condition for this Agreement, the indemnification
\nprovided by this Article VIII shall be the sole and exclusive remedy available
\n ————
\nto the parties hereto for any breach of any representation or warranty contained
\nin this Agreement. The parties hereto acknowledge that no party hereto has made
\nany representation or warranty to any other party hereto other than as set forth
\nin this Agreement and in the exhibits and schedules attached hereto.<\/p>\n
(b) The amount of any recovery to which any indemnified party shall
\nbe entitled pursuant to this Article VIII shall be net of (i.e., after
\ndeduction) any insurance proceeds inuring to such indemnified party as a result
\nof the facts which entitle such indemnified party to indemnification pursuant to
\nArticle VIII.<\/p>\n
(c) The Stockholder shall have no liability to any member of the
\nPurchasePro Group, and PurchasePro shall have no liability to the Stockholder,
\nfor amounts payable pursuant to their respective indemnification obligations in
\nSection 8.2 until the total of all such Damages incurred by the indemnified
\nparty exceed Fifty Thousand Dollars ($50,000) in the aggregate (the “Threshold
\nAmount”), and then indemnification by the indemnifying party shall apply to all
\nsuch Damages exceeding the Threshold Amount.<\/p>\n
(d) The Stockholder shall have no liability to any member of the
\nPurchasePro Group, and PurchasePro shall have no liability to the Stockholder,
\npursuant to their respective indemnification obligations in Section 8.2 to the
\nextent that the total of all Damages (subject to the threshold requirements set
\nforth in Section 8.4(c) above) paid by such indemnifying party pursuant to such
\nindemnification obligations exceeds One Million Dollars ($1,000,000) in the
\naggregate.<\/p>\n
(e) The limitation on the Stockholder’s and PurchasePro’s
\nindemnification obligation in Section 8.1 or this Section 8.4 shall not apply to
\n — ———–
\nany fraud by the Stockholder or the Company, or by PurchasePro, as the case may
\nbe, of any representation, warranty, covenant or agreement or obligation of such
\nparty. In addition, the limitation on the Stockholder’s indemnification
\nobligation in this Section 8.4 shall not apply to any Damages resulting from (i)
\n ———–
\ndisputes regarding ownership of the Company Stock, (ii) Actions or Proceedings
\nlisted on the Disclosure Schedule and (iii) disputes regarding the Company’s
\nownership of Company Intellectual Property.<\/p>\n
8.5 Indemnity Escrow Account. In the event that PurchasePro is entitled
\n ————————
\nto indemnification under Section 8.2, PurchasePro’s first recourse for
\n ———–
\nindemnification shall be the Escrow Amount pursuant to the terms of this
\nAgreement and the Escrow Agreement. After the Escrow Amount is exhausted or the
\nEscrow Agreement is terminated, PurchasePro shall be entitled to payment for the
\nStockholder’s indemnification obligations under Section 8.2 above directly from
\n ———–
\nthe Stockholder, subject to the limitations set forth in Section 8.4.
\n ————<\/p>\n
26<\/p>\n
ARTICLE IX
\n MISCELLANEOUS
\n ————-<\/p>\n
9.1 Notices. All notices, requests and other communications hereunder must
\n ——-
\nbe in writing and will be deemed to have been duly given only if delivered
\npersonally against written receipt or by facsimile transmission with answer back
\nconfirmation or mailed (postage prepaid by certified or registered mail, return
\nreceipt requested) or by overnight courier to the parties at the following
\naddresses or facsimile numbers:<\/p>\n
If to the Stockholder, to:<\/p>\n
Ronald M. Dressin
\n 13661 Acorn Patch Lane
\n Poway, CA 92064<\/p>\n
with copies to:
\n Miller, Monson, Peshel, Polacek & Hoshaw
\n 501 W. Broadway, Suite 700
\n San Diego, CA 92101
\n Facsimile No.: (619) 238-8808
\n Attention: William D. Hoshaw, Esq.<\/p>\n
If to PurchasePro, to:<\/p>\n
PurchasePro.com, Inc.
\n 3291 North Buffalo Drive
\n Las Vegas, NV 89129
\n Facsimile No: (702) 316-7001
\n Attention: Scott Wiegand<\/p>\n
with copies to:
\n Brobeck, Phleger & Harrison LLP
\n 12390 El Camino Real
\n San Diego, CA 92130
\n Facsimile No.: (858) 720-2555
\n Attention: Michael S. Kagnoff, Esq.<\/p>\n
All such notices, requests and other communications will (i) if delivered
\npersonally to the address as provided in this Section 9.1, be deemed given upon
\n ———–
\ndelivery, (ii) if delivered by facsimile transmission to the facsimile number as
\nprovided in this Section 9.1, be deemed given upon receipt, and (iii) if
\n ———–
\ndelivered by mail in the manner described above to the address as provided in
\nthis Section 9.1, be deemed given upon receipt (in each case regardless of
\n ———–
\nwhether such notice, request or other communication is received by any other
\nPerson to whom a copy of such notice, request or other communication is to be
\ndelivered pursuant to this Section). Any party from time to time may change its
\naddress, facsimile number or other information for the purpose of notices to
\nthat party by giving notice specifying such change to the other parties hereto.<\/p>\n
9.2 Termination. This Agreement may be terminated at any time prior to
\n ———–
\nClosing: (a) by mutual written consent of the parties hereto, in which event,
\nthe terms of such consent shall govern the treatment of amounts paid by
\nPurchasePro to the Stockholder and the Company pursuant to Sections 2.2(a) and
\n ————–
\n2.2(d);
\n—— <\/p>\n
(b) by the Stockholder or the Company, if the Stockholder and the
\nCompany are not in material breach of their respective obligations under this
\nAgreement and (i) any condition precedent to the Stockholder and the Company’s
\nobligations hereunder are not satisfied and such conditions are not waived by
\nthe Stockholder and the Company at or prior to the Closing Date, (ii) there has
\nbeen a material violation or breach by PurchasePro of any agreement,
\nrepresentation or warranty contained in this Agreement and such violation or
\nbreach has not been waived in writing by the Stockholder and the Company, (iii)
\nthe Closing <\/p>\n
27<\/p>\n
has not occurred within ninety (90) days of the Execution Date for any reason
\nother than the failure to receive a Qualification Permit from the Department or
\n(iv) the Closing has not occurred within one hundred eighty (180) days of the
\nExecution Date; provided, however, that for purposes of this Section 9.2(b), a
\n ——– ——- ————-
\nreduction in the trading price or market volume of PurchasePro common stock,
\nwhether occurring at any time or from time to time, as reported by Nasdaq or any
\nother automated quotation system or exchange shall not constitute a material
\nviolation or breach by PurchasePro of any such agreement, representation or
\nwarranty contained in this Agreement; provided, further, that if a termination
\n ——– ——-
\nhas occurred pursuant to this Section 9.2(b)(i) or (ii), the Stockholder and the
\n ————————
\nCompany shall be under no obligation to refund to PurchasePro the $1,500,000
\npaid to the Stockholder under Section 2.2(a) and the $3,500,000 paid to
\n ————-
\nthe Company under Section 2.2(d), respectively, hereof;
\n ————-<\/p>\n
(c) by PurchasePro, if PurchasePro is not in material breach of its
\nobligations under this Agreement and (i) any condition precedent to
\nPurchasePro’s obligations hereunder is not satisfied and such condition is not
\nwaived by PurchasePro at or prior to the Closing Date or (ii) there has been a
\nmaterial violation or breach by any of the Stockholder or the Company of any
\nagreement, representation or warranty contained in this Agreement and such
\nviolation or breach has not been waived in writing by PurchasePro. In the event
\nof a termination of this Agreement pursuant to this Section 9.2(c), the
\n ————-
\nStockholder and the Company shall refund to PurchasePro in cash the $1,500,000
\npaid to the Stockholder under Section 2.2(a) and the $3,500,000 paid to the
\n ————-
\nCompany under Section 2.2(d), respectively, hereof;
\n ————-<\/p>\n
(d) by PurchasePro (or the Stockholder with respect to Section
\n ——-
\n9.2(d)(i) below), if there shall be any action taken, or any statute, rule
\n——–
\nregulation or order enacted, promulgated or issued or deemed applicable to the
\ntransactions contemplated by this Agreement, by any governmental entity, which
\nwould (i) prohibit PurchasePro’s ownership or operation of all or any portion of
\nthe Company’s Assets or Properties or (ii) compel PurchasePro to dispose of or
\nhold separate all or a portion of the Company’s Assets or Properties as a result
\nof the transactions contemplated by this Agreement, in either event, the
\nStockholder and the Company shall refund to PurchasePro in cash the $1,500,000
\npaid to the Stockholder under Section 2.2(a) and the $3,500,000 paid to the
\n ————-
\nCompany under Section 2.2(d), respectively, hereof; and
\n ————-<\/p>\n
(e) by PurchasePro, if the Stockholder or the Company become
\ninsolvent or seek protection under any bankruptcy, receivership, trust deed,
\ncreditors arrangement, composition or comparable proceeding, or if any such
\nproceeding is instituted against the Stockholder or the Company and not
\ndismissed within sixty (60) days of its filings, in which event, the Stockholder
\nand the Company shall refund to PurchasePro the $1,500,000 paid to the
\nStockholder under Section 2.2(a) and the $3,500,000 paid to the Company under
\n ————-
\nSection 2.2(d), respectively, hereof.
\n————-<\/p>\n
Except as provided in Section 9.3, in the event of the termination of
\n ———–
\nthis Agreement as above provided, no party shall have any liability hereunder of
\nany nature whatsoever to any other party, including any liability for Damages;
\nprovided, however, that if, at the time of such termination, any party is in
\n——– ——-
\ndefault under its obligations hereunder, the party in default shall be liable to
\nthe other parties for such default.<\/p>\n
In the event that a condition precedent to its obligations is not
\nsatisfied, nothing contained herein shall be deemed to require any party to
\nterminate this Agreement, rather than to waive such condition precedent and
\nproceed with the Closing. If the parties proceed with and consummate the
\ntransactions contemplated in this Agreement, all conditions precedent shall be
\ndeemed waived.<\/p>\n
9.3 Termination Fee.
\n ————— <\/p>\n
(a) In the event that this Agreement shall be terminated (i) by
\nPurchasePro pursuant to Sections 9.2(c) or 9.2(e), above, or (ii) by the
\n ————— ——
\nStockholder or the Company in any manner other than pursuant to Sections 9.2(a),
\n —————
\n9.2(b) or 9.2(d)(i), and, in either case, the Company or the Stockholder accepts
\n—— ———
\nan offer for a Proposed Acquisition Transaction or enters into any agreement
\ngranting a third party an exclusive right to any assets of the Company within
\ntwo (2) years of such termination, then, in any such event, in addition to
\nrepayment of the $1,500,000 paid to the Stockholder under Section 2.2(a) and the
\n ————–
\n$3,500,000 paid to the Company under Section 2.2(d), respectively, and any other
\n ————–
\nremedies PurchasePro may have, the Stockholder and the Company shall pay to
\nPurchasePro the sum of Five Million Dollars ($5,000,000) in cash, which shall be
\ndue and payable in full <\/p>\n
28<\/p>\n
upon request by PurchasePro. All payments pursuant to this Section 9.3(a) shall
\n ————-
\nbe made by wire transfer of same-day funds to an account specified by
\nPurchasePro.<\/p>\n
(b) Each party acknowledges that the agreements contained in Sections
\n ——–
\n9.2(b) and 9.3 hereof are an integral part of the transactions contemplated by
\n—– —
\nthis Agreement, and that, without these agreements, the other party would not
\nenter into this Agreement; accordingly, if a party fails promptly to pay the
\namount due pursuant to this Section 9.3 and, in order to obtain such payment,
\n ———–
\nPurchasePro commences a suit which results in a judgement or settlement for the
\nfee set forth in this Section 9.3, the liable party shall pay to PurchasePro its
\n ———–
\ncosts and expenses (including attorneys’ fees and expenses) in connection with
\nsuch suit, together with interest on the amount of the fee at the prime rate of
\nCitibank, N.A. in effect on the date such payment was required to be made.<\/p>\n
9.4 Entire Agreement. This Agreement (and all Exhibits and Schedules
\n —————-
\nattached hereto, all other documents delivered in connection herewith)
\nsupersedes all prior discussions and agreements among the parties with respect
\nto the subject matter hereof and contains the sole and entire agreement among
\nthe parties hereto with respect thereto.<\/p>\n
9.5 Waiver. Any term or condition of this Agreement may be waived at any
\n ——
\ntime by the party that is entitled to the benefit thereof, but no such waiver
\nshall be effective unless set forth in a written instrument duly executed by or
\non behalf of the party waiving such term or condition. No waiver by any party
\nhereto of any term or condition of this Agreement, in any one or more instances,
\nshall be deemed to be or construed as a waiver of the same or any other term or
\ncondition of this Agreement on any future occasion. All remedies, either under
\nthis Agreement or by law or otherwise afforded, will be cumulative and not
\nalternative.<\/p>\n
9.6 Amendment. This Agreement may be amended, supplemented or modified
\n ———
\nonly by a written instrument duly executed by or on behalf of each party hereto.<\/p>\n
9.7 No Third Party Beneficiary. The terms and provisions of this Agreement
\n ————————–
\nare intended solely for the benefit of each party hereto and their respective
\nsuccessors or permitted assigns, and it is not the intention of the parties to
\nconfer third-party beneficiary rights upon any other Person other than any
\nPerson entitled to indemnity under Section 8.2.
\n ———– <\/p>\n
9.8 No Assignment; Binding Effect. Neither this Agreement nor any right,
\n —————————–
\ninterest or obligation hereunder may be assigned by the Stockholder. Prior to
\nthe Closing Date, neither this Agreement nor any right, interest or obligation
\nhereunder may be assigned by PurchasePro, provided, however, this Agreement may
\nbe assigned by PurchasePro at any time after the Closing with the Stockholder’s
\nconsent. This Agreement is binding upon, inures to the benefit of and is
\nenforceable by the parties hereto and their respective permitted successors and
\nassigns.<\/p>\n
9.9 Headings. The headings used in this Agreement have been inserted for
\n ——–
\nconvenience of reference only and do not define or limit the provisions hereof.<\/p>\n
9.10 Severability. If any provision of this Agreement is held to be
\n ————
\nillegal, invalid or unenforceable under any present or future law, and if the
\nrights or obligations of any party hereto under this Agreement will not be
\nmaterially and adversely affected thereby, (i) such provision will be fully
\nseverable, (ii) this Agreement will be construed and enforced as if such
\nillegal, invalid or unenforceable provision had never comprised a part hereof
\nand (iii) the remaining provisions of this Agreement will remain in full force
\nand effect and will not be affected by the illegal, invalid or unenforceable
\nprovision or by its severance herefrom.<\/p>\n
9.11 Governing Law. This Agreement shall be governed by and construed in
\n ————-
\naccordance with the laws of the State of California applicable to contracts
\nexecuted and performed in such State, without giving effect to conflicts of laws
\nprinciples.<\/p>\n
9.12 Arbitration and Venue. Any controversy or claim arising out of or
\n ———————
\nrelating to this Agreement or the making, performance or interpretation thereof
\nshall be submitted to arbitration in San Diego, California, pursuant to the
\nrules and procedures of the Commercial Rules of the American Arbitration
\nAssociation before a panel of three arbitrators. The ruling of the arbitrator
\nshall be final, and judgment thereon may be<\/p>\n
29<\/p>\n
entered in any court having jurisdiction. If any question is submitted to a
\ncourt of law for resolution, then the Superior Court, San Diego County or the
\nUnited States District Court having jurisdiction in the County of San Diego
\nshall be the exclusive court of competent jurisdiction for the resolution of
\nsuch question. Each party will bear one half of the cost of the arbitration
\nfiling and hearing fees, and the cost of the arbitrator. Each party will bear
\nits own attorneys’ fees, unless otherwise decided by the arbitrator. The parties
\nunderstand and agree that the arbitration shall be instead of any civil
\nlitigation and that the arbitrator’s decision shall be final and binding to the
\nfullest extent permitted by law and enforceable by any court having jurisdiction
\nthereof. Each party shall be entitled to pre-hearing discovery as provided in
\nCalifornia Code of Civil Procedure Section 1283.05<\/p>\n
9.13 Consent to Jurisdiction and Forum Selection. The parties hereto agree
\n ——————————————-
\nthat all actions or proceedings arising in connection with this Agreement shall
\nbe initiated and tried exclusively in the State and Federal courts located in
\nthe County of San Diego, State of California. The aforementioned choice of venue
\nis intended by the parties to be mandatory and not permissive in nature, thereby
\nprecluding the possibility of litigation between the parties with respect to or
\narising out of this Agreement in any jurisdiction other than that specified in
\nthis Section 9.11. Each party hereby waives any right it may have to assert the
\n ————
\ndoctrine of forum non conveniens or similar doctrine or to object to venue with
\nrespect to any proceeding brought in accordance with this paragraph, and
\nstipulates that the State and Federal courts located in the County of San Diego,
\nState of California shall have in personam jurisdiction and venue over each of
\nthem for the purposes of litigating any dispute, controversy or proceeding
\narising out of or related to this Agreement. Each party hereby authorizes and
\naccepts service of process sufficient for personal jurisdiction in any action
\nagainst it as contemplated by this Section 9.11 by registered or certified mail,
\n ————
\nreturn receipt requested, postage prepaid, to its address for the giving of
\nnotices as set forth in this Agreement, or in the manner set forth in Section
\n ——-
\n9.1 of this Agreement for the giving of notice. Any final judgment
\n—
\nrendered against a party in any action or proceeding shall be conclusive as to
\nthe subject of such final judgment and may be enforced in other jurisdictions in
\nany manner provided by law.<\/p>\n
9.14 Expense. Except as otherwise provided in this Agreement, the
\n ——-
\nStockholder and PurchasePro shall pay their own expenses and costs incidental to
\nthe preparation of this Agreement and to the consummation of the transactions
\ncontemplated hereby. <\/p>\n
9.15 Construction. No provision of this Agreement shall be construed in
\n ————
\nfavor of or against any party on the ground that such party or its counsel
\ndrafted the provision. Any remedies provided for herein are not exclusive of any
\nother lawful remedies which may be available to either party. This Agreement
\nshall at all times be construed so as to carry out the purposes stated herein.<\/p>\n
9.16 Counterparts. This Agreement may be executed in any number of
\n ————
\ncounterparts and by facsimile, each of which will be deemed an original, but all
\nof which together will constitute one and the same instrument.<\/p>\n
[SIGNATURE PAGES TO FOLLOW]<\/p>\n
30<\/p>\n
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
\nthe parties hereto, or their duly authorized officer, as of the date first above
\nwritten.
\n PURCHASEPRO.COM, INC.,
\n a Nevada corporation<\/p>\n
By:____________________________________<\/p>\n
Name:__________________________________<\/p>\n
Title:_________________________________<\/p>\n
STRATTON WARREN SOFTWARE, INC.,
\n a Georgia corporation<\/p>\n
By:____________________________________<\/p>\n
Name:__________________________________<\/p>\n
Title:_________________________________<\/p>\n
STOCKHOLDER:<\/p>\n
_______________________________________
\n Ronald M. Dressin<\/p>\n
[Signature Page to the Stock Purchase Agreement]<\/p>\n
31<\/p>\n
DISCLOSURE SCHEDULE
\n ——————-<\/p>\n
[See Attached]<\/p>\n
Exhibit A
\n ———<\/p>\n
SPOUSAL CONSENT
\n —————<\/p>\n
[See Attached]<\/p>\n
Exhibit B
\n ———<\/p>\n
NON-COMPETITION AGREEMENT
\n ————————-<\/p>\n
[See Attached]<\/p>\n
Exhibit C
\n ———<\/p>\n
COMPANY OFFICER’S CERTIFICATE
\n —————————–<\/p>\n
[See Attached]<\/p>\n
Exhibit D
\n ———<\/p>\n
STOCKHOLDER’S CERTIFICATE
\n ————————-<\/p>\n
[See Attached]<\/p>\n
Exhibit E
\n ———<\/p>\n
COMPANY SECRETARY CERTIFICATE
\n —————————–<\/p>\n
[See Attached]<\/p>\n
Exhibit F
\n ———<\/p>\n
RELEASE
\n ——-<\/p>\n
[See Attached]<\/p>\n
Exhibit G
\n ———<\/p>\n
ESTOPPEL CERTIFICATE
\n ——————–<\/p>\n
[See Attached]<\/p>\n
Exhibit H
\n ———<\/p>\n
INVESTOR REPRESENTATION STATEMENT
\n ———————————<\/p>\n
[See Attached]<\/p>\n
Exhibit I
\n ———<\/p>\n
GUARANTY
\n ——–<\/p>\n
[See Attached]<\/p>\n
Exhibit J
\n ———<\/p>\n
PURCHASEPRO OFFICER’S CERTIFICATE
\n ———————————<\/p>\n
[See Attached]<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9627],"class_list":["post-43702","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43702","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43702"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43702"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43702"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43702"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}