AMENDED AND RESTATED
REORGANIZATION AND STOCK PURCHASE AGREEMENT
This AMENDED AND RESTATED REORGANIZATION AND STOCK PURCHASE AGREEMENT (the
"Agreement"), dated August 4, 2000, by and among Go Online Networks Corporation,
a Delaware corporation (hereinafter referred to as "GONT"), Digital West, Inc.,
a California corporation (hereinafter referred to as "Digital West"), and Andrew
Hart, the shareholders of Digital West set forth on Exhibit A hereto ( the
"Shareholders"). Each of GONT, Digital West, and the Shareholders shall be
referred to herein as a "Party" and collectively as the "Parties."
W I T N E S S E T H
WHEREAS, the Parties entered into the original Reorganization and Stock Purchase
Agreement (the "Original Agreement") on June ___, 2000; and
WHEREAS, this Agreement amends and restates in its entirety the Original
Agreement, and supersedes and terminates the Original Agreement; and
WHEREAS, the Shareholders owns 100% of the issued and outstanding common
stock of Digital West (the "Digital West Shares");
WHEREAS, the Shareholders desires to sell and GONT desires to purchase the
Shares in accordance with the terms set forth herein;
NOW THEREFORE, in consideration of the premises and respective mutual
agreements, covenants, representations and warranties herein contained, it is
agreed between the parties hereto as follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1.1 Sale of the Shares. At the Closing, subject to the terms and
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conditions herein set forth, and on the basis of the representations, warranties
and agreements herein contained, the Shareholders shall sell to GONT and GONT
shall purchase from the Shareholders, all of the Digital West Shares. GONT
shall pay to the Shareholders, or their assigns, as consideration for the
receipt of the Digital West Shares, the following:
A. At the Closing, GONT shall pay to the Shareholders, or assigns, the
sum of Eight Hundred Twenty Five Thousand Dollars ($825,000) (the "Cash Purchase
Price"). The Cash Purchase Price shall be held in escrow and utlized to repay
the obligation of Digital West to Pacific Century Bank and the repayment of
accounts payable and accrued expenses.
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B. At the Closing, GONT shall issue and deliver to the Shareholders, or
assigns, an aggregate of 750,000 shares of common stock of GONT (the "GONT
Shares").
C. At the Closing, GONT shall issue and deliver to the Shareholders, or
assigns, warrants to purchase an aggregate of 750,000 shares of common stock of
GONT for a period of two years from the Closing at an exercise price of $0.22
per share (the "GONT Warrants"). The GONT Warrants shall be in the form set
forth herein as Exhibit B.
D. Digital West shall execute and enter into an Employment Agreement
with Andrew Hart in form and substance substantially similar to Exhibit E
attached hereto.
E. At the Closing, GONT shall issue and deliver to the Shareholders, or
assigns, 2,000 shares of Series B $100 Principal Amount Convertible Preferred
Stock (the "Preferred Shares"). The terms of the Series B Preferred Stock shall
be as set forth in that certain Certificate of Designation of Series B $100
Principal Amount Convertible Preferred Stock (the "Designation"), in form and
substance substantially similar to Exhibit F attached hereto.
1.2 Position and Title. Effective as of the Closing, except for Andrew
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Hart who will remain as President, each of the officers and directors of Digital
West shall resign, and Joe Naughton shall serve as the Secretary, Treasurer, and
sole Director of Digital West in accordance with the bylaws of Digital West.
1.3 Spin-off of Assets and Liabilities. Prior to the Closing, Digital
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West shall create a new subsidiary ("New Subsidiary") and shall assign to the
New Subsidiary (i) all Accounts Receivable as of the Closing Date, and (ii)
Inventory as of the Closing Date. New Subsidiary shall assume (i) all
Commissions Payable (other than $20,000 in accrued expenses); (ii) all Notes
Payable (including approximately $2,141,744 in Notes Payable to Andrew Hart and
James Schwartz). Prior to the Closing, Digital West shall obtain and deliver to
GONT a complete and full release of Digital West and GONT of all such
Commissions Payable and Notes Payable.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Digital West and the Shareholder.
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To induce GONT to enter into this Agreement and to consummate the transactions
contemplated hereby, Digital West and the Shareholders jointly and severally
represent and warrant, as of the date hereof and as of the Closing, as follows:
2.1.1 Digital West and the Shareholders have the full right, power and
authority to enter into this Agreement and to carry out and consummate the
transaction contemplated herein. This Agreement constitutes the legal, valid
and binding obligation of Digital West and the Shareholders.
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2.1.2 Corporate Existence and Authority of Digital West. Digital
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West is a corporation duly organized, validly existing and in good standing
under the laws of the State of California. It has all requisite corporate
power, franchises, licenses, permits and authority to own its properties and
assets and to carry on its business as it has been and is being conducted. It
is in good standing in each state, nation or other jurisdiction wherein the
character of the business transacted by it makes such qualification necessary.
2.1.3 Capitalization of Digital West. The authorized equity securities
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of Digital West consists of 100,000 shares of common stock, par value $0.01,
of which 100,000 shares are issued and outstanding. No other shares of capital
stock of Digital West are issued and outstanding. All of the issued and
outstanding shares have been duly and validly issued in accordance and
compliance with all applicable laws, rules and regulations and are fully paid
and nonassessable. There are no options, warrants, rights, calls, commitments,
plans, contracts or other agreements of any character granted or issued by
Digital West which provide for the purchase, issuance or transfer of any shares
of the capital stock of Digital West nor are there any outstanding securities
granted or issued by Digital West that are convertible into any shares of the
equity securities of Digital West, and none is authorized. Digital West is not
obligated or committed to purchase, redeem or otherwise acquire any of its
equity. All presently exercisable voting rights in Digital West are vested
exclusively in its outstanding shares of common stock, each share of which is
entitled to one vote on every matter to come before it's shareholders, and other
than as may be contemplated by this Agreement, there are no voting trusts or
other voting arrangements with respect to any of Digital West's equity
securities.
2.1.4 Subsidiaries. "Subsidiary" or "Subsidiaries" means all
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corporations, trusts, partnerships, associations, joint ventures or other
Persons, as defined below, of which a corporation or any other Subsidiary of
such corporation owns not less than twenty percent (20%) of the voting
securities or other equity or of which such corporation or any other Subsidiary
of such corporation possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies, whether through ownership of
voting shares, management contracts or otherwise. "Person" means any
individual, corporation, trust, association, partnership, proprietorship, joint
venture or other entity. There are no Subsidiaries of Digital West.
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2.1.5 Execution of Agreement. The execution and delivery of this
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Agreement does not, and the consummation of the transactions contemplated hereby
will not: (a) violate, conflict with, modify or cause any default under or
acceleration of (or give any party any right to declare any default or
acceleration upon notice or passage of time or both), in whole or in part, any
charter, article of incorporation, bylaw, mortgage, lien, deed of trust,
indenture, lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which either Digital West or the
Shareholders are a party or by which either of them or any of their properties
are bound; (b) result in the creation of any security interest, lien,
encumbrance, adverse claim, proscription or restriction on any property or asset
(whether real, personal, mixed, tangible or intangible), right, contract,
agreement or business of Digital West or the Shareholders; (c) violate any law,
rule or regulation of any federal or state regulatory agency; or (d) permit any
federal or state regulatory agency to impose any restrictions or limitations of
any nature on Digital West or the Shareholders or any of their respective
actions.
2.1.6 Taxes.
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2.1.6.1 All taxes, assessments, fees, penalties, interest and other
governmental charges with respect to Digital West which have become due and
payable on the date hereof have been paid in full or adequately reserved against
by Digital West, (including without limitation, income, property, sales, use,
franchise, capital stock, excise, added value, employees' income withholding,
social security and unemployment taxes), and all interest and penalties thereon
with respect to the periods then ended and for all periods thereto;
2.1.6.2 There are no agreements, waivers or other arrangements
providing for an extension of time with respect to the assessment of any tax or
deficiency against Digital West, nor are there any actions, suits, proceedings,
investigations or claims now pending against Digital West, nor are there any
actions, suits, proceedings, investigations or claims now pending against
Digital West in respect of any tax or assessment, or any matters under
discussion with any federal, state, local or foreign authority relating to any
taxes or assessments, or any claims for additional taxes or assessments asserted
by any such authority, and there is no basis for the assertion of any additional
taxes or assessments against Digital West, and
2.1.6.3 The consummation of the transactions contemplated by this
Agreement will not result in the imposition of any additional taxes on or
assessments against Digital West.
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2.1.7 Disputes and Litigation. Except as set forth on Schedule 2.1.7,
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there is no suit, action, litigation, proceeding, investigation, claim,
complaint, or accusation pending, threatened against or affecting Digital West
or any of its properties, assets or business or to which Digital West is a
party, in any court or before any arbitrator of any kind or before or by any
governmental agency (including, without limitation, any federal, state, local,
foreign or other governmental department, commission, board, bureau, agency or
instrumentality), and there is no basis for such suit, action, litigation,
proceeding, investigation, claim, complaint, or accusation; (b) there is no
pending or threatened change in any environmental, zoning or building laws,
regulations or ordinances which affect or could affect Digital West or any of
its properties, assets or businesses; and (c) there is no outstanding order,
writ, injunction, decree, judgment or award by any court, arbitrator or
governmental body against or affecting Digital West or any of its properties,
assets or business. There is no litigation, proceeding, investigation, claim,
complaint or accusation, formal or informal, or arbitration pending, or any of
the aforesaid threatened, or any contingent liability which would give rise to
any right of indemnification or similar right on the part of any director or
officer of Digital West or any such person's heirs, executors or administrators
as against Digital West.
2.1.8 Compliance with laws. Digital West has at all times been, and
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presently is, in full compliance with, and has not received notice of any
claimed violation of, any applicable federal, state, local, foreign and other
laws, rules and regulations. Digital West has filed all returns, reports and
other documents and furnished all information required or requested by any
federal, state, local or foreign governmental agency and all such returns,
reports, documents and information are true and complete in all respects. All
permits, licenses, orders, franchises and approvals of all federal, state, local
or foreign governmental or regulatory bodies required of Digital West for the
conduct of its business have been obtained, no violations are or have been
recorded in respect of any such permits, licenses, orders, franchises and
approvals, and there is no litigation, proceeding, investigation, arbitration,
claim, complaint or accusation, formal or informal, pending or threatened, which
may revoke, limit, or question the validity, sufficiency or continuance of any
such permit, license, order, franchise or approval. Such permits, licenses,
orders, franchises and approvals are valid and sufficient for all activities
presently carried on by Digital West.
2.1.9 Guaranties. Digital West has not guaranteed any dividend,
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obligation or indebtedness of any Person; nor, except with respect to certain
guarantees of the loan by Pacific Century Bank and leases for the corporate
premises by Andrew Hart, has any Person guaranteed any dividend, obligation or
indebtedness of Digital West.
2.1.10 Books and Records. Digital West keeps its books, records and
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accounts (including, without limitation, those kept for financial reporting
purposes and for tax purposes) in accordance with good business practice and in
sufficient detail to reflect the transactions and dispositions of its assets,
liabilities and equities. The minute books of Digital West contain records of
its shareholders' and directors' meetings and of action taken by such
shareholders and directors. The meeting of directors and shareholders referred
to in such minute books were duly called and held, and the resolutions appearing
in such minute books were duly adopted. The signatures appearing on all
documents contained in such minute books are the true signatures of the persons
purporting to have signed the same. A true and accurate list of Digital West
assets and liabilities as of the Closing Date is attached hereto as Exhibit C.
Further, attached hereto as Exhibit D is a list of all contracts to which
Digital West is a party or obligated, and Digital West hereby represents and
warrants that there are no other material contracts or agreements in existence
as of the Closing Date.
2.2 Representations and Warranties of GONT. To induce Digital West and
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the Shareholders to enter into this Agreement and to consummate the transactions
contemplated hereby, GONT represents and warrants, as of the date hereof and as
of the Closing, as follows:
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2.2.1 Corporate Existence and Authority of GONT. GONT is a corporation
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duly organized, validly existing and in good standing under the laws of the
State of Delaware. It has all requisite corporate power, franchises, licenses,
permits and authority to own its properties and assets and to carry on its
business as it has been and is being conducted. It is in good standing in each
state, nation or other jurisdiction in each state, nation or other jurisdiction
wherein the character of the business transacted by it makes such qualification
necessary.
2.2.2 Capitalization of GONT. The authorized equity securities of GONT
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consists of 100,000,000 shares of common stock, of which 75,181,843 shares were
issued and outstanding as of December 31, 1999, and 2,000,000 shares of Series A
Preferred Stock, par value $0.001, of which 499,333 shares were issued and
outstanding as of December 31, 1999. No other shares of capital stock of GONT
are issued and outstanding. All of the issued and outstanding shares have been
duly and validly issued in accordance and compliance with all applicable laws,
rules and regulations and are fully paid and nonassessable. All presently
exercisable voting rights in GONT are vested exclusively in its outstanding
shares of common stock, each share of which is entitled to one vote on every
matter to come before it's shareholders, and other than as may be contemplated
by this Agreement, there are no voting trusts or other voting arrangements with
respect to any of GONT's equity securities.
2.2.3 Subsidiaries. GONT currently has two subsidiaries, namely AMS
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Acquisition Corp., a Nevada corporation, and Westlake Capital Corp., a Colorado
corporation.
2.2.4 Execution of Agreement. The execution and delivery of this
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Agreement does not, and the consummation of the transactions contemplated hereby
will not: (a) violate, conflict with, modify or cause any default under or
acceleration of (or give any party any right to declare any default or
acceleration upon notice or passage of time or both), in whole or in part, any
charter, article of incorporation, bylaw, mortgage, lien, deed of trust,
indenture, lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which GONT is a party or by which it
or any of its properties are bound; (b) result in the creation of any security
interest, lien, encumbrance, adverse claim, proscription or restriction on any
property or asset (whether real, personal, mixed, tangible or intangible),
right, contract, agreement or business of GONT; (c) violate any law, rule or
regulation of any federal or state regulatory agency; or (d) permit any federal
or state regulatory agency to impose any restrictions or limitations of any
nature on GONT or any of its actions.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 Closing. The Closing shall occur on the date that each of the
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Parties hereto satisfies the obligations set forth below, which is anticipated
to be not later than August 15, 2000.
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3.2 Delivery by GONT:
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(a) GONT shall deliver the Cash Purchase Price to the Shareholders, or
their assigns as set forth on Exhibit A.
(b) GONT shall deliver the GONT Shares to the Shareholders, or their
assigns, and all instruments of conveyance and transfer required herein, as set
forth on Exhibit A.
(c) GONT shall deliver the GONT Warrants to the Shareholders, or their
assigns, and all instruments of conveyance and transfer required herein, as set
forth on Exhibit A.
(d) GONT shall execute and deliver an Employment Agreement by and
between GONT and Andrew Hart in the form attached hereto as Exhibit E.
(e) GONT shall deliver the Preferred Shares to the Shareholders, or
their assigns, and all instruments of conveyance and transfer required herein,
as set forth on Exhibit F.
3.3 Delivery by the Shareholders:
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(a) The Shareholders shall deliver to GONT all of the Digital West
Shares and all instruments of conveyance and transfer required herein.
(b) The Shareholders shall deliver to GONT the releases of Digital West
and GONT of all Commissions Payable (other than $20,000 in accrued expenses) and
Notes Payable as required herein.
ARTICLE 4
CONDITIONS, TERMINATION, AMENDMENT AND WAIVER
4.1 Conditions Precedent. This Agreement, and the transactions
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contemplated hereby, shall be subject to the approval of the Board of Directors
of GONT and Digital West, which shall be delivered at the Closing.
4.2 Termination.
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(a) General. Notwithstanding anything to the contrary contained in this
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Agreement, this Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing by the mutual consent
of all of the parties.
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(b) Option To Extend The Closing Date: In the event this agreement has not
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closed by August 31, 2000, GONT shall have the option to extend the Closing Date
upon the following terms and conditions hereinafter set forth. The
consideration for each successive option ("Option Consideration") must be paid
concurrent with its exercise or such options shall lapse and fail.
(i) The first option ("First Option") shall be for the period starting
August 31, 2000 and ending September 14, 2000. The Option Consideration for the
First Option is $50,000.00, which is to be paid to Digital West and is
non-refundable. In the event of Closing, the sum of $50,000.00 shall be credited
to the Purchase Price.
(ii) The second option ("Second Option") shall be for the period starting
September 15, 2000 and ending October 15th, 2000. The Option Consideration for
the Second Option is $ 50,000.00, which is to be paid to Digital West and is
nonrefundable. In the event of Closing, one-half thereof ($25,000.00) shall be
credited to the Purchase Price and the remaining one-half ($25,000.00) shall be
retained by Digital West solely as consideration for the Second Option.
(iii) The third option("Third Option") shall be for the period starting
October 16, 2000 and ending November 20, 2000. The Option Consideration for
the Third Option is $ 50,000.00, which is to be paid to Digital West is
nonrefundable and shall not be credited to the Purchase Price on the Closing and
shall be retained by Digital West solely as consideration for the Third Option.
Each of the options granted in this paragraph must be exercised by written
notice ("Option Notice") delivered to Digital West forty-eight (48) hours prior
to the applicable deadline. Provided, however, the exercise of each option is
conditioned on the following; (i) Timely payment of the applicable Option
consideration concurrent with delivery of the Option Notice; (ii) Exercise of
the preceding option (if any); and (iii) Optionees performance without breech of
all the terms of this Agreement. Optionees must exercise each successive option
in order to continue this Agreement in full force and effect.
If any or all of the successive options granted in this Agreement are not
exercised and there is no closing all sums paid by GONT to Digital West will be
retained by Digital West as consideration for granting such options. If GONT
fails to meet any deadline relating to payment of the Option Consideration or
delivery of the Option Notice, then this Agreement and, except as set forth in
paragraph 4.2(a) hereto, all the rights of GONT will automatically and
immediately terminate without notice and the parties will have no further
obligation to each other under this Agreement.
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4.3 Waiver and Amendment. Any term, provision, covenant,
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representation, warranty or condition of this Agreement may be waived, but only
by a written instrument signed by the party entitled to the benefits thereof.
The failure or delay of any party at any time or times to require performance of
any provision hereof or to exercise its rights with respect to any provision
hereof shall in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same. No waiver by any party of any condition, or
of the breach of any term, provision, covenant, representation or warranty
contained in this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such condition or breach
or waiver of any other condition or of the breach of any other term, provision,
covenant, representation or warranty. No modification or amendment of this
Agreement shall be valid and binding unless it be in writing and signed by all
parties hereto.
ARTICLE 5
COVENANTS
5.1 To induce GONT to enter into this Agreement and to consummate the
transactions contemplated hereby, and without limiting any covenant, agreement,
representation or warranty made, Digital West and the Shareholders covenant and
agree as follows:
5.1.1 Notices and Approvals. The Shareholders agree: (a) to give and
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to cause Digital West to give all notices to third parties which may be
necessary or deemed desirable by GONT in connection with this Agreement and the
consummation of the transactions contemplated hereby; (b) to use their best
efforts to obtain and to cause Digital West to obtain, all federal and state
governmental regulatory agency approvals, consents, permit, authorizations, and
orders necessary or deemed desirable by GONT in connection with this Agreement
and the consummation of the transaction contemplated hereby; and (c) to use
their best efforts to obtain, and to cause Digital West to obtain, all consents
and authorizations of any other third parties necessary or deemed desirable by
GONT in connection with this Agreement and the consummation of the transactions
contemplated hereby.
5.1.2 Information for GONT's Statements and Applications. The
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Shareholders and Digital West and their employees, accountants and attorneys
shall cooperate fully with GONT in the preparation of any statements or
applications made by GONT to any federal or state governmental regulatory agency
in connection with this Agreement and the transactions contemplated hereby and
to furnish GONT with all information concerning the Shareholders and Digital
West necessary or deemed desirable by GONT for inclusion in such statements and
applications, including, without limitation, all requisite financial statements
and schedules.
5.1.3 Access to Information. GONT, together with its appropriate
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attorneys, agents and representatives, shall be permitted to make the full and
complete investigation of the Shareholders and Digital West and have full access
to all of the books and records of the other during reasonable business hours.
Notwithstanding the foregoing, such parties shall treat all such information as
confidential and shall not disclose such information without the prior consent
of the other.
5.1.4 Liabilities. Digital West and the Shareholders acknowledge and agree
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that the liabilities of Digital West assumed by GONT in accordance with this
Agreement are as set forth on Schedule"B" hereto, were incurred in the ordinary
course of business and that GONT is not assuming any or all other liabilities of
Digital West.
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5.2 To induce the Shareholders to enter into this Agreement and to
consummate the transactions contemplated hereby, and without limiting any
covenant, agreement, representation or warranty made, GONT covenants and agrees
as follows:
5.2.1 Access to Information. The Shareholders, together with his
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appropriate attorneys, agents and representatives, shall be permitted to make
the full and complete investigation of GONT and have full access to all of the
books and records of the other during reasonable business hours.
Notwithstanding the foregoing, such parties shall treat all such information as
confidential and shall not disclose such information without the prior consent
of the other.
5.2.2 Investment in Digital West. GONT agrees to be responsible for the
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ongoing financing of Digital West and to provide at least $1,500,000 in cash or
cash equivalents available to Digital West to fund an aggressive growth strategy
consistent with the business plan of the Company determined by its board of
directors during the 12 month period from the date of the Closing.
5.2.3 S Corporation. GONT acknowledges that Digital West is presently
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a Subchapter S corporation and agrees to terminate such Subchapter S status
immediately upon consummation of the Closing.
ARTICLE 6
MISCELLANEOUS
6.1 Expenses. Except as otherwise specifically provided for herein,
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whether or not the transactions contemplated hereby are consummated, each of the
parties hereto shall bear all taxes of any nature (including, without
limitation, income, franchise, transfer and sales taxes) and all fees and
expenses relating to or arising from its compliance with the various provisions
of this Agreement and such party's covenants to be performed hereunder, and
except as otherwise specifically provided for herein, each of the parties hereto
agrees to pay all of its own expenses (including, without limitation, attorneys
and accountants' fees and printing expenses) incurred in connection with this
Agreement, the transactions contemplated hereby, the negotiations leading to the
same and the preparations made for carrying the same into effect, and all such
taxes, fees and expenses of the parties hereto shall be paid prior to Closing.
6.2 Notices. Any notice, request, instruction or other document
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required by the terms of this Agreement, or deemed by any of the parties hereto
to be desirable, to be given to any other party hereto shall be in writing and
shall be given by prepaid telegram or delivered or mailed by registered or
certified mail, postage prepaid, with return receipt requested, to the following
addresses:
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To GONT:
Go Online Networks Corporation
5681 Beach Boulevard, Suite 101
Buena Park, CA 90621
Attn: Joe Naughton
Facsimile (714) 736-9488
with a copy to:
Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler, Esq.
Facsimile (949) 719-1988
To Digital West or the Shareholder:
Andrew Hart
Digital West, Inc.
9540 Cozycraft Ave.
Chatsworth, CA 91311
Facsimile (818) 718-5766
The persons and addresses set forth above may be changed from time to time
by a notice sent as aforesaid. If notice is given by delivery in accordance
with the provisions of this Section, said notice shall be conclusively deemed
given at the time of such delivery. If notice is given by mail in accordance
with the provisions of this Section, such notice shall be conclusively deemed
given forty-eight (48) hours after deposit thereof in the United States mail.
If notice is given by telegraph in accordance with the provisions of this
Section, such notice shall be conclusively deemed given at the time that the
telegraphic agency shall confirm delivery thereof to the addressee.
6.3 Entire Agreement. This Agreement, together with the schedule and
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exhibits hereto, sets forth the entire agreement and understanding of the
parties hereto with respect to the transactions contemplated hereby, and
supersedes all prior agreements, arrangements and understandings related to the
subject matter hereof. No understanding, promise, inducement, statement of
intention, representation, warranty, covenant or condition, written or oral,
express or implied, whether by statute or otherwise, has been made by any party
hereto which is not embodied in this Agreement, or exhibits hereto or the
written statements, certificates, or other documents delivered pursuant hereto
or in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.
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6.4 Survival of Representations. All statements of fact (including
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financial statements) contained in the schedules, the exhibits, the certificates
or any other instrument delivered by or on behalf of the parties hereto, or in
connection with the transactions contemplated hereby, shall be deemed
representations and warranties by the respective party hereunder. All
representation, warranties agreements and covenants hereunder shall survive the
Closing and remain effective regardless of any investigation or audit at any
time made by or on behalf of the parties or of any information a party may have
in respect thereto. Consummation of the transactions contemplated hereby shall
not be deemed or construed to be a waiver of any right or remedy possessed by
any party hereto, notwithstanding that such party knew or should have known at
the time of Closing that such right or remedy existed.
6.5 Incorporated by Reference. All documents (including, without
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limitation, all financial statements) delivered as part hereof or incident
hereto are incorporated as a part of this Agreement by reference.
6.6 Remedies Cumulative. No remedy herein conferred upon and Party is
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intended to be exclusive of any other remedy and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute or
otherwise.
6.7 Execution of Additional Documents. Each party hereto shall make,
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execute, acknowledge and deliver such other instruments and documents, and take
all such other actions as may be reasonably required in order to effectuate the
purposes of this Agreement and to consummate the transactions contemplated
hereby.
6.8 Finders' and Related Fees. Each of the parties hereto is
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responsible for, and shall indemnify the other against, any claim by any third
party to a fee, commission, bonus or other remuneration arising by reason of any
services alleged to have been rendered to or at the instance of said party to
this Agreement with respect to this Agreement or to any of the transactions
contemplated hereby.
6.9 Governing Law. This Agreement has been negotiated and executed in
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the State of California and shall be construed and enforced in accordance with
the laws of such state.
6.10 Forum. Each of the parties hereto agrees that any action or suit
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which may be brought by any party hereto against any other party hereto in
connection with this Agreement or the transactions contemplated hereby may be
brought only in a federal or state court in Orange County, California.
6.11 Attorneys' Fees. Except as otherwise provided herein, if a
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dispute should arise between the parties including, but not limited to
arbitration, the prevailing party shall be reimbursed by the nonprevailing party
for all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall
be a premium for result or for risk of loss under a contingency fee arrangement.
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6.12 Binding Effect and Assignment. This Agreement shall inure to the
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benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, legal representatives and assigns.
6.13 Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. In making proof of this Agreement, it
shall not be necessary to produce or account for more than one such counterpart.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the date first written hereinabove.
GO ONLINE NETWORKS CORPORATION, DIGITAL WEST, INC.
A DELAWARE CORPORATION A CALIFORNIA CORPORATION
/s/ Joseph Naughton /s/ Andrew Hart
By: Joseph Naughton By: Andrew Hart
Its: Chief Executive Officer Its: President
SHAREHOLDERS
/s/ Andrew Hart
Andrew Hart, an individual
/s/ April Hart
April Hart, an individual
/s/ James Schwartz
James Schwartz, an individual
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