Nevada
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000-54323
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20-3866475
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3020 Old Ranch Parkway, Suite 300, Seal Beach, CA
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90740
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(Address of principal executive offices)
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(Zip Code)
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INDEPENDENCE ENERGY CORP.
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/s/Gregory C. Rotelli
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Gregory C. Rotelli
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President and Director
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Date: April 1, 2014
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1.
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SALE AND PURCHASE OF ASSETS:
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(i)
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all rights and title under copyright, or trademark, and all trade-names, designs, technical know-how, patents and other intellectual property rights of any kind throughout the world, whether registered or not, owned or controlled by AMD (the “
Intellectual Property
”);
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(ii)
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all technical, business and financial records relating to the Business, including, without limitation, customer lists, operating data, files, financial books, correspondence, credit information, research materials, contract documents, title documents, leases, surveys, records of past sales, supplier lists, employee documents, inventory data, accounts receivable data, financial statements and any other similar records in any form whatsoever (including written, printed, electronic or computer printout form);.
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(iii)
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all samples and inventory on hand or wherever located and owned by AMD in connection with the Business, if any;
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(iv)
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all agreements, understandings, indentures, contracts, leases, deeds of trust, licenses, options, instruments or other commitments, whether written or oral, and including but not limited to the Distribution Agreement, and all amendments and renewals of any of the foregoing (individually and collectively, a “
Contract
”);
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(v)
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all licenses, permits, approvals, consents, certificates, registrations or authorizations (individually and collectively a “
Consent
”), related to each Contract, to the Intellectual Property, or the Business, generally, including, without limitation, those Consents made or issued by any government, regulatory or administrative authority, agency, commission, utility or board (federal, state, municipal or local, domestic or foreign) having jurisdiction in the relevant circumstances and any person acting under the authority of any of the foregoing and any judicial, administrative or arbitral court, authority, tribunal or commission having jurisdiction in the relevant circumstances;
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(vi)
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all prepaid expenses, if any;
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(vii)
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all accounts receivable, trade accounts, notes receivable, book debts and other debts due or accruing due to AMD and the benefit of all security for such accounts, notes and debts (collectively the “
Receivables
”);
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(viii)
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all goodwill, together with the exclusive right for IEC to represent itself as carrying on the Business in succession to AMD and the right to use any words indicating that the Business is so carried on, including the exclusive right to use the names “American Medical Distributors”, “AMD”, or any variation thereof, as part of the name or style under which the Business or any part thereof is carried on by IEC;
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(ix)
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all domain names and websites of AMD, and including all Intellectual Property related thereto; and
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(x)
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all of AMD's claims and causes of action against others arising out of or relating to the Assets or to the Business, generally;
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3.
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PURCHASE PRICE AND CLOSING:
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(i)
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IEC’s compliance with, and due reliance upon an available exemption from the prospectus and registration requirements of the Securities Act of 1933;
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(ii)
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the agreement of the applicable subscriber to abide by all resale restrictions and hold periods imposed by all applicable securities legislation; and
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(iii)
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the agreement of the applicable subscriber that all certificates representing the applicable Purchase Shares will be endorsed with a legend pursuant to the Securities Act of 1933 and substantially in a form set out below in order to reflect the fact that the Purchase Shares will be issued to the subscriber pursuant to an exemption from the registration requirements of the Securities Act of 1933:
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A.
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Corporate Existence
. AMD is a corporation duly incorporated, validly existing and in good standing under the laws of New York and has full corporate power and authority to own or lease its properties and to carry on the Business as now conducted. AMD is duly qualified or licensed to do business as a domestic corporation in all the jurisdictions it is required to be so qualified or licensed.
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B.
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Authorization
. AMD has full corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement by AMD have been duly authorized by all requisite corporate action. This Agreement is the legal, valid and binding obligation of AMD enforceable in accordance with its terms.
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C.
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No Violation
. The execution and delivery of this Agreement by AMD and the consummation of the transaction contemplated herein do not and will not (i) violate or result in a default under the charter or bylaws of AMD, (ii) violate (with or with or without the giving of notice or the lapse of time or both) any law, rule, regulation, court order, writ, judgment, injunction or decree applicable to AMD, (iii) violate or breach, or constitute a default under or grounds for termination of, or result in the acceleration of the performance of the obligations of AMD under any contract related to the Business to which AMD is a party or by which AMD or any of its respective Assets is bound or affected, or (iv) result in creation of any lien on any of the Assets.
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D.
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No Litigation
. To the best of AMD's knowledge, no action, suit, proceeding or investigation is pending against AMD or affecting the Assets, and AMD has not received written notice of any threatened action, suit, proceeding or investigation against AMD or the Assets.
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E.
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Compliance with Law
. To the best of its knowledge, AMD has operated the Business so as to comply with all applicable domestic and foreign, Federal, state and local statutes, laws, ordinances, codes, governmental rules and regulations (including, without limitation, those relating to occupational safety and health, privacy, protection of minors, foreign and corrupt practices, antitrust, hiring, wages, hours, employee benefit plans and programs, collective bargaining, exchange control, environmental conditions, or the payment of withholding, social security and other taxes). AMD has no knowledge of any violation of any foreign or domestic statutes, laws, ordinances, codes, governmental rules or regulations, or any judgment, order or decree (federal, state, local or foreign) to which it is subject.
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F.
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Taxes
. AMD has filed within the time (subject to applicable extensions, if any) and in the manner prescribed by law all tax returns, which are required to be filed by AMD, if any. Such returns reflect accurately all liability for taxes for the period covered thereby. All such taxes have been paid when due. There are no claims against AMD for any alleged deficiency in tax, and there are no current or pending tax audits or proceedings with respect to AMD. There are no liens for taxes on any Asset.
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G.
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Knowledge
. No Officer or Director has knowledge of any agreement to which AMD is a party or by which any of the Assets are bound, any other obligation of AMD, or any other condition, event or state of facts relating to the Business of AMD that materially adversely affects the value of the Business, the operations of AMD, or the Assets.
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H.
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Brokers Finders
. AMD has not retained any broker or finder in connection with the transactions contemplated herein so as to give rise to any valid claim for any brokerage or finder's commission, fee or similar compensation.
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I.
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Business Operation
. AMD agrees to operate the Business from the Effective Date in the normal and usual manner that the Business has heretofore been operated and not to execute any new contracts or assume any monetary obligations on behalf of the Business without the prior written consent of IEC.
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J.
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Title
. AMD has good and marketable title to, and directly owns the Assets and has the full right to sell, transfer and deliver the same to IEC at the closing free and clear of any mortgage, lien, pledge, security interest, option, lease (or sublease), conditional sales agreement, title retention agreement, charge, claim, encumbrance, easement or encroachments.
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K.
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Ownership; Liens
. No member or affiliate of AMD owns or holds any right, title, or interest in or to any of the Assets. On the Closing Date, AMD will transfer to IEC good and marketable title to all of the Assets, free and clear of all liens. The Assets (a) are adequate and suitable for the conduct of the Business, and (b) comprise all of the assets and properties of AMD which are used in the operations of the Business. None of the Assets are owned by any party other than AMD.
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L.
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Liabilities
. AMD does not have any liabilities associated with the Assets or the Business, absolute, contingent or otherwise, direct or indirect, matured or unmatured, which are not reflected or disclosed with reasonable specificity, on the balance sheet to be provided and to form part of any 8-K or other filing as required under SEC regulation or request.
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M.
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No Unlisted Liabilities
. AMD does not have any liability or obligation (whether accrued, absolute, contingent or otherwise) which are not set forth in the Schedules to this Agreement.
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N.
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No Defaults
. AMD is not in default with respect to any liabilities or obligations.
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O.
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Distribution Agreements
. The Distribution Contract is in full force and effect, and there exists no material breach or violation of or default by AMD or any of its subsidiaries under this Distribution Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under this Distribution Contract by AMD or any of its subsidiaries. The continuation, validity, and effectiveness of the Distribution Contract will in no way be affected by the consummation of the transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to this Distribution Contract.
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P.
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Disclosure and Accuracy
.
This Agreement and the Schedules hereto disclose all facts material to the Assets and the Business. No statement contained herein or in any certificate, Schedule, Exhibit, list or other instrument furnished to IEC pursuant to the provisions hereof contains or will contain any untrue statement of any material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.
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Q.
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No Material Change.
Except as set forth in this Agreement or the Schedules there has been no material change in the business and assets of AMD and to the best knowledge of AMD management, AMD has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect the business, operations, properties, assets, or condition of AMD.
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A.
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Corporate Existence
. IEC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own or lease its properties and to carry on the Business as now conducted. IEC is duly qualified or licensed to do business as a domestic corporation in all the jurisdictions it is required to be so qualified or licensed.
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B.
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Authorization
. IEC has full corporate power and authority to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement by IEC have been duly authorized by all requisite corporate action. This Agreement is the legal, valid and binding obligation of IEC enforceable in accordance with its terms.
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C.
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No Violation
. The execution and delivery of this Agreement by IEC and the consummation of the transaction contemplated herein do not and will not (i) violate or result in a default under the charter or bylaws of IEC, (ii) violate (with or with or without the giving of notice or the lapse of time or both) any law, rule, regulation, court order, writ, judgment, injunction or decree applicable to IEC, (iii) violate or breach, or constitute a default under or grounds for termination of, or result in the acceleration of the performance of the obligations of IEC under any contract related to the Business to which IEC is a party or by which IEC or any of its respective Assets is bound or affected, or (iv) result in creation of any lien on any of the Assets.
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D.
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Insurance
. IEC does not currently maintains any insurance policy associated with its business, and to the best of IEC's knowledge, IEC has never been refused or denied coverage by any insurer in respect of its business.
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E.
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No Litigation
. To the best of IEC's knowledge, no action, suit, proceeding or investigation is pending against IEC or affecting its Assets, and IEC has not received written notice of any threatened action, suit, proceeding or investigation against IEC.
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F.
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Compliance with Law
. To the best of its knowledge, IEC has operated its business so as to comply with all applicable domestic and foreign, Federal, state and local statutes, laws, ordinances, codes, governmental rules and regulations (including, without limitation, those relating to occupational safety and health, privacy, protection of minors, foreign and corrupt practices, antitrust, hiring, wages, hours, employee benefit plans and programs, collective bargaining, exchange control, environmental conditions, or the payment of withholding, social security and other taxes). IEC has no knowledge of any violation of any foreign or domestic statutes, laws, ordinances, codes, governmental rules or regulations, or any judgment, order or decree (federal, state, local or foreign) to which it is subject.
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G.
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Taxes
. IEC has filed within the time (subject to applicable extensions, if any) and in the manner prescribed by law all tax returns, which are required to be filed by IEC, if any. Such returns reflect accurately all liability for taxes for the period covered thereby. All such taxes have been paid when due. There are no claims against IEC for any alleged deficiency in tax, and there are no current or pending tax audits or proceedings with respect to IEC. There are no liens for taxes on any of IEC’s assets.
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H.
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Knowledge
. No Officer or Director has knowledge of any agreement to which IEC is a party or by which any of its assets are bound, any other obligation of IEC, or any other condition, event or state of facts relating to its business that materially adversely affects the value of the IEC or its operations.
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I.
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Financial Statements
. IEC has provided and has previously filed Financial Statements of IEC, true and complete as of October 31, 2013 as part of Form 10Q for the period ending October 31
st
2013 the “Financial Statement”), including a balance sheet that accurately reflect all material assets and liabilities of IEC as of that date, whether accrued, absolute, contingent, disputed or otherwise.
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J.
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No Unlisted Liabilities
. IEC does not have any liability or obligation which is not set forth on the Financial Statements or in the Schedules to this Agreement, except for liabilities incurred or accrued in the ordinary course of business since the date of the Financial Statement and which would not, either individually or in the aggregate, have a material adverse effect on the value of IEC.
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K.
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No Defaults
. IEC is not in default with respect to any liabilities or obligations.
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L.
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Absence of Changes
. Since the date of the Financial Statements, IEC has not:
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(i)
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Suffered any material adverse change in its business, operations or financial condition with respect to its business or become aware of any event or state of facts which may result in any such adverse change;
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(ii)
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Suffered any destruction, damage or loss relating to its assets or business, whether or not covered by insurance;
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(iii)
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Suffered, permitted or incurred the imposition of any lien, charge, encumbrance (which as used herein includes, without limitation, any mortgage, deed, conveyance to secure debt or security interest) or claim upon any of its assets or its business, except for any current year lien with respect to personal or real property taxes not yet due and payable;
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(iv)
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Committed, suffered, permitted or incurred any default in any liability or obligation which, in the aggregate, has had or will have a material, adverse effect upon its assets or business;
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(v)
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Made or agreed to any adverse change in the terms of any contract or instrument to which it is a party which may have a material adverse effect on its assets or business;
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(vi)
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Waived, canceled, sold or otherwise disposed of, for less than the face amount thereof, any claim or right it held against others;
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(vii)
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Declared, promised or made any distribution from its assets or other payment from its assets to its shareholders (other than reasonable compensation for services actually rendered), or made any change whatsoever in its capital structure;
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(viii)
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Paid, agreed to pay or incurred any obligation for the payment of any contribution or other amount to, or with respect to, any employee benefit plan, or paid any bonus to, or granted any increase in the compensation of, any of the directors, officers, agents or employees of the Seller, or made any increase in the pension, retirement or other benefits of the directors, officers, agents or other employees of IEC;
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(ix)
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Incurred any other liability or obligation or entered into any transaction other than in the ordinary course of business; or
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(x)
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Received, any notices, or has reason to believe, that any supplier or customer of the Business has taken or contemplates any steps which could disrupt the business relationship of the Seller with said supplier or customer or could result in the diminution in the value of the Business as a going concern.
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M.
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Outstanding Options
. As of the date of this Agreement , othere than and except as disclosed herein or otherwise to AMD there are no outstanding options, or warrants, or securities exercisable, convertible or otherwise redeemable for common shares in the capital stock of IEC. .
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N.
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Brokers Finders
. IEC has not retained any broker or finder in connection with the transactions contemplated herein so as to give rise to any valid claim for any brokerage or finder's commission, fee or similar compensation except as disclosed to AMD .
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O.
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Disclosure and Accuracy
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This Agreement and the Schedules hereto disclose all facts material to the Transaction. No statement contained herein or in any certificate, Schedule, Exhibit, list or other instrument furnished to AMD pursuant to the provisions hereof contains or will contain any untrue statement of any material fact or omits or will omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.
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A.
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Representations and Warranties
. The representations and warranties of AMD contained in Section 6 hereof and elsewhere herein shall, be true and correct in all material respects in each case at and as of the Closing Date as though such representations and warranties were made at and as of such time.
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B.
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Covenants
. AMD shall have performed and complied in all material respects with all covenants, agreements and conditions on its part required by this Agreement to be performed or complied with prior to or at the Closing Date.
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C.
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Bill of Sale
. IEC shall have received from AMD a Bill of Sale and or Assignment transferring title to the Assets, in form and substance satisfactory to IEC.
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D.
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Resolutions
. AMD shall deliver resolution signed by all of its Shareholders approving the transaction contemplated herein.
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E.
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Other Deliveries
. AMD shall deliver or cause to be delivered such other documents and instruments as may reasonably be requested by IEC or its counsel to consummate the transactions contemplated hereby.
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G.
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Third Party Consents
. IEC will have received duly executed copies of all other third party consents and approvals contemplated by this Agreement, in form and substance reasonably satisfactory to IEC.
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H.
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Due Diligence Generally
. IEC and its legal counsel will be reasonably satisfied with their due diligence investigation of AMD and the Business that is reasonable and customary in a transaction of a similar nature to that contemplated by the transaction, including:
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a.
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materials, documents and information in the possession and control of AMD which are reasonably germane to the transaction;
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b.
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a physical inspection of the assets of AMD by IEC or its representatives; and
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c.
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title to the material Assets.
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AMERICAN MEDICAL DISTRIBUTORS,LLC
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By:
/s/ Howard Taylor
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Howard Taylor
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President
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INDEPENDENCE ENERGY CORP.
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By:
/s/ Gregory Rotelli
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Gregory Rotelli
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President
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