SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 2, 1999
Goddard Industries, Inc.
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 0-2052 04-2268165
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
705 Plantation Street, Worcester, Massachuetts 01605
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
(Address of Principal Executive Offices) (Zip Code)
(508) 852-2435
Registrant's telephone number, including area code . . . . .
. . . . . . . . . . . . . . . . . . . . . .
.
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
(Former Name or Former Address, If Changed Since Last
Report)
Item 2. Disposition of Assets
On July 2, 1999, the Registrant sold its Webstone Company,
Inc. ("Webstone") plumbing supplies subsidiary to Michael E.
Reck, president of Webstone since 1996. Michael E. Reck is the
son of Saul I. Reck, Chairman of the Board of Directors of the
Registrant. The purchase price was $1,789,324, of which
$1,539,324 was paid in cash and $250,000 was paid in preferred
stock of Webstone. The Webstone subsidiary carried a book value
of approximately $2,060,000. Net sales for Webstone for the six
months ended April 3, 1999 were $2,062,000, with net income of
$62,000 as compared with consolidated net sales of the Registrant
of $4,831,000 and net income of $333,000. In connection with the
transaction, the Registrant received an opinion from Fechtor,
Detwiler & Co., Inc. that the sale of Webstone common stock was
fair from a financial point of view to the stockholders of the
Registrant.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
The required financial statements are not included in
this Report. The Registrant plans to file the required
financial statements not later than 60 days following
the date of this Report.
(b) Exhibits.
Exhibit No. Description of Exhibit
1 Stock Purchase Agreement, dated
July 2, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
GODDARD INDUSTRIES, INC.
Date: July __, 1999 By: /s/ Salvatore J. Vinciguerra
Salvatore J. Vinciguerra,
President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1 Stock Purchase Agreement
STOCK PURCHASE AGREEMENT
by and among
Goddard Valve Corp.
and
Webstone Company, Inc.
and
Michael E. Reck
Dated as of July 2 , 1999
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of
July 2 , 1999, is between Goddard Valve Corp. ("Seller") the
holder of all of the issued and outstanding shares of capital
stock of Webstone Company, Inc., a Massachusetts corporation (the
"Company") and Michael Reck (the "Buyer").
WHEREAS, the Buyer desires to purchase from the Seller and
the Seller desires to sell to the Buyer all of the outstanding
shares of capital stock of the Company owned by the Seller upon
the terms and subject to the conditions set forth herein (the
"Stock Purchase");
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Certain Definitions
As used in this Agreement the following terms shall have the
following respective meanings:
Section 1.1. "Business Day" shall mean any day that is not
a Saturday, Sunday or a day on which Banks in Massachusetts are
required or permitted to be closed.
Section 1.2. "Closing" shall mean the consummation of the
transactions contemplated by Article 2 of this Agreement in
accordance with the terms and upon the conditions set forth
herein.
Section 1.3. "Closing Date" shall mean July 2, 1999 or, if
the Seller and the Buyer shall mutually agree upon a different
date, the date upon which they shall have mutually agreed.
Section 1.4. "Shares" shall mean the shares of common
stock, without par value, of the Company.
ARTICLE 2
Sale of Stock; Closing
Section 2.1. Purchase and Sale. On the basis of the
representations, warranties, covenants and agreements and subject
to the satisfaction or waiver of the conditions set forth herein,
on the Closing Date, the Seller will sell, and the Buyer will
purchase all of the Shares owned by the Seller, which constitute
all of the issued and outstanding Shares.
Section 2.2. Time and Place of Closing. The Closing shall
take place at 10:00 a.m. on the Closing Date at the offices of
Nutter, McClennen & Fish, LLP in Boston, Massachusetts.
.
Section 2.3. Payment of Purchase Price. The Purchase Price
for the Shares shall be One Million Seven Hundred Eighty Nine
Thousand Three Hundred and Twenty Four Dollars ($1,789,324)
subject to adjustment as set forth in the next sentence. The
Purchase Price is payable as follows:
(a) At the Closing the Buyer will cause the Company to issue and
deliver to the Seller ten shares of its participating convertible
preferred stock of the Company having a par value of twenty five
thousand dollars per share and substantially in the form of
Exhibit A attached hereto (the "Preferred Stock");
(b) At the Closing, the Buyer shall pay by certified or
bank check or wire transfer to the Seller the balance of
the Purchase Price less the following "hold back amount":
the face amount of those accounts receivable, not to
exceed $150,000 in the aggregate, which are outstanding
as of the Closing for more than 60 days and which also
are outstanding for longer than the terms approved by the
Company (the "hold back"). Buyer and the Company agree to
pay collected accounts to Seller as received. Buyer and
the Company unconditionally agree to pay the holdback in
full no later than 90 days from the Closing.
It is understood that Seller shall be responsible, and
will promptly pay the Company, for tax liabilities of the
Company arising and accruing through July 3, 1999 and that,
thereafter, all tax liabilities arising and accruing
thereafter shall be the sole responsibility of the Company.
Section 2.4. Closing Matters.
At the Closing:
(a) the Seller shall deliver to the Buyer (i) certificates
for all of the Shares to be purchased, with appropriate stock
powers attached, properly signed, together with the related stock
books and stock transfer records; (ii) copies of the Certificate
of Incorporation of the Company, certified as of recent date by
the Secretary of State of Massachusetts; and (iii) copies of the
By-laws, certified as of the Closing Date by the Clerk of the
Company; and (iv) the original minute and stock books of the
Company certified as of the Closing Date by the Clerk of the
Company;
(b) the Buyer shall deliver to the Seller the payment provided
for in section 2.3 (c), (ii) a duly executed certificate
representing the Preferred Stock;
(c) the Company and the Seller shall execute and deliver a lease
with respect to the premises occupied by the Company in
substantially the form attached hereto as Exhibit B;
(d) the Company and the Seller shall have entered into a
mutually satisfactory arrangement with respect to the use by the
Seller of the computer and related software currently owned by
the Company;
(e) the Company and the Seller shall have entered into mutually
satisfactory arrangements with respect to each employee benefit
plan with respect to the Company's employees.
(f) On the Closing Date Seller will buy from Buyer the computer
system including the hardware and software described on Exhibit C
for a total price of $1302.88.
2.5 Benefit Plans.
(a) Health insurance.
(i) Within five (5) days of the Closing Date, the Company will
establish group health insurance for its employees with
comparable coverage to Seller's group health plan. The new group
health plan of the Company will also provide COBRA coverage for
any Company employees (and their beneficiaries) in the event of
circumstances where they would be considered "M&A Beneficiaries"
under Proposed Regulation 54.4980B-9 of the Code in connection
with the sale contemplated under this Agreement.
(ii) If the Company discontinues its health insurance , the
parties agree that M&A Beneficiaries (if any, and no others) may
continue the balance of their COBRA coverage under a group health
plan, if available, of the Seller. In that event, the Company
agrees that it will pay a financial penalty to Seller equal to
100% of the premiums paid by M&A Beneficiaries for COBRA coverage
or, if greater, 150% of the adverse cost experience which Seller
demonstrates it incurs due to coverage of these persons after the
Closing Date.
(b) 401(k) plan
(i) Within thirty days of the Closing Date, the Company will
establish a 401(k) plan comparable to the 401(k) plan in which it
now participates as a subsidiary of Seller. As part of that
transaction, Seller will take all reasonable and appropriate
steps to transfer to the Company's new 401(k) plan a share of the
assets equal in value to the account balances, forfeitable and
nonforfeitable, as of the Closing Date (including without
limitation all after-tax employee contributions, elective
deferrals and matching contributions through the Closing Date) of
all of the employees who Company will employ after the Closing
Date. Seller reserves the right not to proceed with the transfer
described above in its sole discretion, provided that in that
event, Seller will take such actions as are necessary under its
401(k) plan to offer immediate and complete payment elections to
all of Company's employees pursuant to Section 401(k)(10)(A)(iii)
of the Code.
(ii) Seller has made or will make a provision on the Company's
financial statements for the following "unfunded anticipated
Seller contributions" to the 401(k) plan as of the Closing Date
based on eligible compensation at that time and Plan rules and
limits: 25% matching contributions and $9,000 for profit sharing
and no provision for Q-NEC contributions.
(c) Other matters.
(i) The Seller agrees to provide reasonable assistance in
transitioning other benefits which Company may wish to make
available to its employees, subject to receiving reasonable
reimbursement for costs it may incur.
(ii) The Seller agrees that the Company employees with positive
account balances under the Seller's Code Section 125 plan at the
Closing Date may continue to receive distributions from such
plan, subject to Code requirements, up to the full amount of such
account balances for qualifying expenses incurred through the end
of the current plan year.
(iii) Employees and beneficiaries are not third party
beneficiaries to this agreement and have no enforceable
rights hereunder.
Article 3
Covenants of the Company
The Company covenants and agrees that, so long as any
shares of Preferred Stock issued hereunder are outstanding it
will perform and observe the following covenants and provisions:
3.1. Financial Statements. The Company will maintain books
of account in accordance with generally accepted accounting
principles applied on a consistent basis, keep full and complete
financial records and furnish to the Seller the following
reports:
(a) within 90 days after the end of each fiscal year, a
copy of the balance sheet of the Company as at the end of such
year, together with statements of operations, stockholders'
equity and cash flows of the Company for such year, reviewed by
Stowe & Degon or other independent public accountants of
recognized standing reasonably satisfactory to the Seller,
prepared in accordance with generally accepted accounting
principles and practices consistently applied;
(b) within 30 days after the end of each month unaudited
statements of operations for such period and for the current
fiscal year to the end of such period to set forth in comparative
form the corresponding figures for the prior fiscal period; and
(c) such other financial information, as the Seller may
reasonably request, including, without limitation, certificates
of the principal financial officer of the Company concerning
compliance with the covenants of the Company under this Article
3.
3.2. Conduct of Business. The Company will continue to
engage principally in the business now conducted by the Company.
The Company will keep in full force and effect its corporate
existence and all intellectual property rights used or useful in
its business (except such rights as the Company's Board of
Directors, in its reasonable business judgment, has determined
are not material to the Company's continuing operations).
3.3. Payment of Taxes, Compliance with Laws, etc. The
Company will pay and discharge all lawful taxes, assessments and
governmental charges or levies imposed upon it or upon its income
or property before the same shall become in default, as well as
all lawful claims for labor, materials and supplies which, if not
paid when due, might become a lien or charge upon its property or
any part thereof; provided, however, that the Company shall not
be required to pay and discharge any such tax, assessment,
charge, levy, or claim so long as the validity thereof is being
contested by the Company in good faith by appropriate proceedings
and an adequate reserve therefor has been established on its
books. The Company will use its best efforts to comply with all
applicable laws and regulations in the conduct of its business
including, without limitation, all environmental laws. The
Company will obtain and maintain all permits of any applicable
governmental unit which are required with respect to the conduct
of its operations.
3.4. Insurance. The Company will keep its insurable
properties insured, upon reasonable business terms, by
financially sound and reputable insurers against liability, and
the perils of casualty, fire and extended coverage in amounts of
coverage sufficient in the reasonable business judgment of the
Company to protect the Company. The Company will also maintain
with such insurers insurance against other hazards and risks and
liability to persons and property which, in the reasonable
business judgment of the Company, is customary in the industry in
which the Company operates for companies of comparable size.
3.5. Maintenance of Properties. The Company will maintain
all properties used or useful in the conduct of its business in
good repair, working order and condition as is reasonably
necessary to permit such business to be properly and
advantageously conducted.
3.6. Affiliated Transactions. All transactions by and
between the Company and any officer, employee or stockholder of
the Company or persons controlled by or affiliated with such
officer, employee or stockholder, shall be conducted on an arms-
length basis, shall be on terms and conditions no less favorable
to the Company than could be obtained from non-related persons
and shall be approved by the Company's Board of Directors after
full disclosure of the terms thereof, for which purpose the
interested party, if a Director, and any affiliate of the
interested part who is a Director, shall not be entitled to vote.
3.6. Inspection. The Company shall, upon reasonable prior
notice to the Company, permit authorized representatives of the
Seller to visit and inspect any of the properties of the Company
including its books of account (and to make copies thereof and
take extracts therefrom), and to discuss the affairs finances and
accounts of the Company with its officers, administrative
employees and independent accountants, all at the expense of the
Seller and at such reasonable times and as often as may be
reasonably requested.
3.7. Material Changes and Litigation. The Company promptly
shall notify the Seller or its transferees of any material
adverse change the business, properties, assets, or condition
(financial or otherwise) of the Company and of any litigation or
governmental proceeding or investigation pending (or, to the best
knowledge of the Company, threatened) against the Company or
against any officer, director, key employee, or principal
stockholder of the Company, that materially adversely affects (or
if adversely determined, could materially adversely affect) its
present or proposed business, properties, assets, or condition
(financial or otherwise) taken as a whole. The Company will also
promptly notify the Seller or its transferees of any facts which,
had such facts existed at the Closing, would have constituted
material breach of the representations and warranties contained
herein.
3.8. Reservation of Conversion Stock. The Company will,
upon any increase in the number of shares of Common Stock
issuable upon conversion of the Preferred Stock, reserve
additional shares of Common Stock for issuance upon such
conversion, so that the number of shares of Common Stock so
issued will not at any time be less than the number of such
shares issuable upon such conversion.
3.9. Negative Covenants. Without the prior written consent
of the holders of a majority of the then outstanding Preferred
Stock (a "Majority Vote"), the Company will not:
(a) alter, change or amend the preferences or rights
of the Preferred Stock;
(b) incur any indebtedness for borrowed money or authorize,
create or issue any debt or equity securities other than the
issue of stock or the granting of options to employees not
exceeding 5% of the total outstanding shares of the Company's
common stock pursuant to a plan approved by the Company's
directors; provided however, that the loan arrangements between
the Company and BankBoston incurred in connection with the
transaction contemplated by this agreement are hereby approved;
(c) effect any sale, lease, assignment, transfer
or other conveyance of all or any substantial
portion of the assets or capital stock of the
Company or any subsidiary thereof or any
consolidation or merger involving the Company or
any subsidiary thereof;
(d) permit the total salary and fringe benefits,
including any termination benefits, paid or accrued in
any 12 month period by the Company to the Buyer to
exceed 200% of the annual salary and fringe benefits
payable to the Buyer by the Company as of the Closing.
(e) pay dividends on or make other distribution with
respect to any securities other than the Preferred
Stock; or
(f) repurchase or redeem any securities, except
for redemption of the Preferred Stock; or
(g) make any loans or guarantee any obligations, other
than advances in the ordinary course to employees,
which in the aggregate are not material.
ARTICLE 4
Representations and Warranties
of the Seller
The Seller hereby represents and warrants to the Buyer as
follows:
Section 4.1. Authorization, etc. The Seller has full power
and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement. This Agreement is
the legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms.
Section 4.2. The Company. The Company is a corporation duly
incorporated, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts. The Company has all
requisite corporate power and authority to own all of its
properties and assets and to carry on its business as it is now
being conducted.
Section 4.3. Capitalization; Structure. (a) The
authorized capital stock of the Company consists of 7,500 shares
of common stock, without par value, of which 1,000 shares are
issued and outstanding and ten shares of preferred stock, twenty
five thousand dollars par value as to which no shares are issued
or outstanding. All of the issued and outstanding shares of the
Company's capital stock are validly issued, fully paid and
nonassessable and owned by the Seller. There are no outstanding
obligations, options, warrants or other rights of any kind to
acquire shares of capital stock of any class of the Company or
any interest in the Company or any of its businesses.
(b) The execution and delivery of this Agreement does not,
and the consummation of the transactions contemplated hereby will
not (i) violate any provision of, or be an event that is, or with
the passage of time will result in, a violation of, or result in
the acceleration of or entitle any party to accelerate (whether
after the giving of notice or lapse of time or both) any
obligation under, or result in the imposition of any lien upon or
the creation of a security interest in any of the Shares or any
asset of the Company pursuant to any mortgage, lien, lease,
agreement, instrument, order, arbitration award, judgment or
decree to which the Seller is a party or by which it is bound, or
(ii) violate or conflict with any other restriction of any kind
or character to which the Seller is subject.
(b) Upon consummation of the Stock Purchase at the Closing as
contemplated by this Agreement, the Buyer will acquire title to
all of the Shares free and clear of any liens, claims, charges,
security interests, options or other legal or equitable
encumbrances of any kind.
Section 4.4. Brokers. Finders; Etc. The Seller has not
employed, and is not subject to any claim of, any broker, finder,
consultant or intermediary in connection with the transactions
contemplated by this Agreement who might be entitled to a fee or
commission upon the consummation of the transactions contemplated
hereby.
Section 4.5. Corrective Transfer of Assets. In the event
that subsequent to the Closing it is discovered that an asset
used in the ordinary course of business of the Company and which
is not used or useful by the Seller is in fact inadvertently
owned by the Seller, Seller agrees at Buyer's request made
within ninety (90) days of the Closing, to convey such asset to
the Company at a price equal to the then book value of the asset.
Section 4.6. Adverse Developments. To the best of Seller's
knowledge and without any investigation whatsoever, Seller is not
aware of any material adverse fact involving the Company which is
not known to Buyer.
ARTICLE 5
Representations and
Warranties of the Buyer
The Buyer represents and warrants to the Seller as follows:
Section 5.1. Authorization, etc. The Buyer has full power
and authority to execute and deliver this Agreement and to
perform his obligations under this Agreement. This Agreement is
the legal, valid and binding obligation of the Buyer, enforceable
against him in accordance with its terms.
Section 5.2. Preferred Stock. The Preferred Stock has been
duly authorized, and when issued and delivered to the Seller,
will constitute the valid, legal and binding obligation of the
Company, enforceable in accordance with its terms.
Section 5.3. Brokers; Finders; etc. The Buyer has not
employed any broker, finder, consultant or other intermediary in
connection with the transactions contemplated by this Agreement
who might be entitled to a fee or commission from the Seller upon
the consummation of the transactions contemplated hereby.
Section 5.4. Access to Information. Buyer acknowledges that
by virtue of his relationship to the Company as its President, he
has not looked to the Seller for any information regarding the
business or financial condition or prospects of the Company (the
"Company condition"). Buyer further acknowledges and agrees that
Seller has made no representation, express or implied, regarding
the Company's condition.
ARTICLE 6
Survival of Representations
and Warranties; Indemnity
Section 6.1. Survival. The representations and warranties
of the Seller and the Buyer included or provided for herein,
shall survive the consummation of the Stock Purchase at the
Closing.
Section 6.2. Indemnity. Subject to the other provisions of
this Article 6, after the Closing Date, the Seller shall
indemnify and hold harmless the Buyer and its successors and
assigns, and the Buyer shall indemnify and hold harmless the
Seller and its successors and assigns (the party or parties being
indemnified referred to as the "Indemnified Party" and the other
party referred to as the "Indemnifying Party"), from, against and
in respect of any and all damages, deficiencies, costs, expenses
or losses ("Claims") (net of any tax benefit that results in a
reduction in the amount of Federal, state, local or other income
or other tax actually paid by the Indemnified Party) resulting
from any breach of any representation or warranty, covenant or
agreement of the Indemnifying Party. The Seller further agrees to
so indemnify the Buyer with respect to any uninsured liability
for third party claims arising out of defective products sold by
the Company prior to the Closing. In consideration of the
indemnification set forth in the preceding sentence and so long
as such indemnification remains in effect, the Company and Buyer
agree that the Company shall maintain in effect product liability
insurance in amounts and in form reasonably satisfactory to the
Seller and shall annually furnish Seller evidence of such
coverage in the form of certificates of insurance naming Seller
and the Company as insureds.
Section 6.3. Indemnification Procedure. The Indemnified
Party shall notify the Indemnifying Party with reasonable
promptness of its discovery of any matter giving rise to a claim
of indemnity pursuant hereto. With respect to any third party
claim or action that could give rise to indemnity hereunder, the
Indemnified Party and the Indemnifying Party shall each have the
opportunity to participate in the defense of such claim or action
with counsel of each party's choice and at each party's own
expense and, in any event, such claim or action may not be
settled unless the Indemnified Party, on the one hand, and the
Indemnifying Party, on the other hand, consent thereto, which
consent shall not be unreasonably withheld.
Section 6.4. Indemnification Not Sole Remedy The
indemnification contained in this Agreement shall not be deemed
to be the exclusive remedy of the Indemnified Party in connection
with or arising from any failure by the Indemnifying Party to
perform any of its covenants or obligations in this Agreement or
in the agreements related hereto or any breach by the
Indemnifying Party of any warranty or the inaccuracy of any
representation of the Indemnifying Party contained in this
Agreement, nor shall such indemnification be deemed to prejudice
or to operate as a waiver of any remedy to which the Indemnified
Party may be entitled at law or equity in respect of any such
failure, breach or inaccuracy. In no event shall either party be
liable for any special, consequential or punitive damages.
Article 7
Termination.
Section 7.1. Termination. This Agreement may be terminated
at any time prior to the Closing:
(a) by mutual consent of each of the parties hereto, or
(b) by the Buyer on the one hand or by the Seller on the other
hand (provided that the party seeking termination has diligently
and in good faith performed or complied in all material respects
with the agreements and covenants required to be performed by it
hereunder) in the event that the transactions contemplated hereby
are not consummated pursuant to this Agreement on or before the
Closing Date unless the parties hereto shall have agreed upon an
extension of time in which to consummate the transactions
contemplated hereby.
Section 7.2. Effect of Termination. In the event of the
termination of this Agreement pursuant to this Article 7, this
Agreement, except for the provisions of Section 8.5 hereof, shall
forthwith become void and have no effect, without any liability
on the part of any party. Nothing in this Section shall relieve
any party to this Agreement of liability for breach of this
Agreement.
ARTICLE 8
Miscellaneous
Section 8.1. Counterparts. This Agreement may be executed
in one or more counterparts, all of which shall be considered one
and the same agreement, and shall become effective when one or
more counterparts have been signed by each of the parties and
delivered to the other party.
Section 8.2. Governing Law. This Agreement shall be
governed by and construed in accordance with the substantive laws
of the Commonwealth of Massachusetts without reference to the
choice of law principles thereof.
Section 8.3. Entire Agreement. This Agreement and the
Exhibits hereto contain the entire agreement between the parties
and there are no agreements, understandings, representations or
warranties between the parties other than those set forth or
referred to therein.
Section 8.4. Amendment and Modification. Subject to
applicable law, this Agreement may be amended, modified or
supplemented only by written agreement of the parties hereto.
Section 8.5. Expenses. Except as set forth in this
Agreement, all legal and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and
expenses.
Section 8.6. Specific Performance. The Seller and the
Buyer each acknowledge that, in view of the uniqueness of the
Company, the parties hereto would not have an adequate remedy at
law for money damages in the event that this Agreement were not
performed in accordance with its terms, and therefore agree that
the parties hereto shall be entitled to specific enforcement of
the terms hereof in addition to any other remedy to which the
parties hereto may be entitled, at law or in equity.
Section 8.7. Notices. All notices hereunder shall be
sufficiently given for all purposes hereunder if in writing and
delivered personally or sent by registered mail or certified
mail, postage prepaid, to the appropriate address as set forth
below. Notice to the Seller shall be addressed to:
Goddard Valve Corp.
705 Plantation Street
Worcester, MA 01605
Attn. President
with a copy to:
George M. Hughes, Esq.
P.O. Box 610138
Newton Highlands, MA 02461-0138
or at such other address and to the attention of such other
person as the Seller may designate by written notice to the
Buyer. Notices to the Buyer shall be addressed to:
Michael E. Reck
15 Pearl Street
Belmont, MA 02478
with a copy to:
Michael Bohnen, Esq.
Nutter, McClennen & Fish,LLP
One International Place
Boston, MA 02110-2699
or at such other address and to the attention of such other
person as the Buyer may designate by written notice to the
Shareholders. Any notice hereunder shall be deemed to have been
served or given as of the date such notice is actually received.
Section 8.6. Successors and Assigns. This Agreement shall
be binding upon and inure to the benefit of the parties hereto
and their successors and assigns; provided, however, that the
Buyer will not assign its rights under this Agreement to an
entity other than an entity affiliated with the Buyer without the
written consent of the Seller.
IN WITNESS WHEREOF, this Agreement has been signed by or on
behalf of each of the parties as an instrument under seal as of
the day first above written.
GODDARD VALVE CORP.
By:______________________
WEBSTONE COMPANY, INC.
By:_______________________
________________________
Michael E. Reck
Goddard Industries, Inc. hereby joins in the representations and
warranties of the Seller set forth in Sections 4.1 through 4.6
and in the undertaking set forth in the last paragraph of section
2.3 and in the indemnification set forth in Section 6.2 of the
foregoing agreement.
GODDARD INDUSTRIES, INC.
By:________________________
