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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): OCTOBER 9, 1996
BARRINGER LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-8241 84-0951626
(Commission (I.R.S. Employer
File Number) Identification No.)
15000 WEST SIXTH AVENUE, SUITE 300
GOLDEN, COLORADO 80401
(Address of principal executive offices, including zip code)
(303) 277-1687
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Barringer Laboratories, Inc. (the "Company") hereby incorporates by
reference into this Form 8-K the attached Termination Agreement dated October 7,
1996 by and between the Company and Barringer Technologies Inc. relating to
common stock of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed herewith:
NAME OF EXHIBIT EXHIBIT NO.
- --------------- -----------
Termination Agreement by and between Barringer
Laboratories, Inc. and Barringer Technologies Inc. 10.51
SIGNATURE
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.
BARRINGER LABORATORIES, INC.
OCTOBER 9, 1996 BY /s/ CHARLES E. RAMSAY
---------------------------------
CHARLES E. RAMSAY, SECRETARY
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TERMINATION AGREEMENT
THIS AGREEMENT is made and entered into this 7th day of October, 1996, by
and among BARRINGER LABORATORIES, INC., a Delaware corporation ("Barringer"),
and BARRINGER TECHNOLOGIES, INC., a Delaware corporation, ("BTI"). Barringer
and BTI may be referred to herein collectively as "Parties."
WHEREAS, pursuant to the Stock Purchase Agreement dated December 8, 1995
(the "1995 Agreement"), BTI sold, and Barringer purchased, 647,238 shares of
Barringer Laboratories, Inc. common stock; and
WHEREAS, under the terms of the 1995 Agreement, BTI granted Barringer a
perfected security interest in 88,260 ("Collateral") of the 432,475 shares of
the Barringer Laboratories, Inc. stock which it continued to hold (the
"Remaining Shares"), to secure certain covenants and agreements of BTI under the
1995 Agreement; and
WHEREAS, in order to maximize Barringer's ability to utilize its net
operating loss carryforwards, BTI agreed in the 1995 Agreement to certain
restrictions upon the further sale and transfer of the Remaining Shares,
including the grant to Barringer of a right of first refusal with respect to the
Remaining Shares; and
WHEREAS, BTI now desires the removal and release of these restrictions on
transferability in order to sell the Remaining Shares; and
WHEREAS, in consideration of BTI's transfer and assignment of the
Collateral to Barringer and of the other terms and conditions of this Agreement,
Barringer will agree to the removal and release of these restrictions on
transferability to the extent set forth herein and Barringer has filed a
registration statement under form S-3 with the Securities and Exchange
Commission to facilitate any desired sale of the Remaining Shares in compliance
with the terms of this Agreement.
NOW, THEREFORE, in consideration of these Recitals and the provisions and
the respective agreements hereinafter set forth, the Parties hereto hereby agree
as follows:
1. REMOVAL AND RELEASE OF PRIOR RESTRICTIONS. Upon the terms and subject
to the conditions set forth in this Agreement, Barringer hereby:
1.1 Waives and releases the restrictions on transferability
set forth in Section 4.4 of the 1995 Agreement respecting the 344,215
shares of the Barringer Laboratories, Inc. stock which BTI holds.
Barringer agrees to take all action reasonably necessary to cause the
reissuance of the stock certificates) evidencing such shares without
the restrictive legend noting the existence of the restrictions set
forth in the 1995 Agreement.
1.2 Waives and releases the right granted by BTI in Section 4.5
of the 1995 Agreement to Barringer of a first right to purchase any
portion of the 432,475 shares of the Barringer Laboratories, Inc.
stock owned by BTI upon the same terms and conditions of a bona fide
offer received by BTI.
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2. TRANSFER AND ASSIGNMENT OF COLLATERAL. Subject to the terms and
conditions set forth herein, BTI hereby sells, assigns, and transfers to
Barringer all of the 88,260 issued and outstanding shares of Barringer's common
stock comprising the Collateral, free and clear of all liens, encumbrances and
adverse claims of whatsoever kind or nature. BTI shall deliver to Rumler Law
Corporation, PC, as set forth in Section 4, below, a stock assignment in form
satisfactory to Barringer, with a medallion certified signature stamp,
sufficient to transfer title to such shares (the Collateral) to Barringer.
3. RESTRICTIONS ON FUTURE SALE, ASSIGNMENT AND TRANSFER. The
parties acknowledge and agree that it is their intention to maximize
Barringer's ability to utilize its net operating loss carryforwards following
the sale of all or any portion of the 432,475 shares (plus 5,000 additional
shares purchased by BTI since the 1995 Agreement) of the Barringer
Laboratories, Inc. stock which it continues to hold and which are not to be
transferred to Barringer hereunder. Therefore, as a condition to the releases
and waivers described in Section 1 above, BTI agrees that:
3.1 For a period of three (3) months following the date of
this Agreement, and subject to the restriction set forth in Subsection
3.2, immediately below, BTI agrees that it shall not, nor shall it
have any right to, knowingly sell, assign, transfer or otherwise
dispose of more than 75,000 shares of the Barringer Laboratories, Inc.
stock which it owns to any single purchaser or any affiliated
purchasers, without the prior written consent of Barringer, which
Barringer may grant or deny in its sole and absolute discretion.
For purposes of this Agreement, "affiliated purchasers" shall mean
purchasers who, directly or indirectly, influence, control, are
controlled by or are under common control, management or ownership,
with each other. Affiliated Purchasers shall include but not be
limited to voting trusts, relatives of any purchasers, and any
director or officer of a purchaser.
3.2 For a period of three (3) months following the date of
this Agreement, and subject to the restriction set forth in Subsection
3.1, immediately above, BTI agrees (i) that it shall not, nor shall
it have any right to, sell, assign, or transfer any such shares at a
price less than One and 11/16 Dollars ($1.6875) per share; and (ii)
that in the event it receives an offer to purchase such shares at a
price equal to or higher than the price set forth in 3.2(i), above,
BTI shall be required to sell, assign or transfer such shares, subject
to the other restrictions set forth in this Agreement.
Nothing contained herein shall limit BTI's right or ability to exercise those
certain warrants to purchase additional shares of the common stock of Barringer
according to the terms and conditions set forth in the WARRANTS TO PURCHASE
COMMON STOCK OF BARRINGER LABORATORIES, INC. dated August 29, 1996. BTI
understands and agrees that the subsequent sale by BTI of the shares received
upon the exercise of such warrants, if so exercised, shall be subject to the
terms, conditions and restriction set forth in this Agreement, and shall be
subject to such other restrictions as provided under applicable state and
federal securities laws. Any sale, assignment, transfer or other disposition of
shares of Barringer Laboratories, Inc. stock owned by BTI in contravention of
the terms of this Agreement shall be null and void.
4. CONSUMMATION OF RELEASE AND TRANSFER. As provided in Section 2
above, BTI shall forward to Rumler Law Corporation, PC, the stock assignment in
form satisfactory to Barringer, with a medallion certified signature stamp,
sufficient to transfer title to the Collateral to Barringer. Upon the
subsequent receipt by Rumler Law Corporation PC (i) of executed copies of this
Agreement from each of the Parties; and (ii) of notice, in the form satisfactory
to Rumler Law Corporation, PC., of the proper consent of the Board of Directors
of Barringer,
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herein shall become effective. Rumler Law Corporation PC shall then forward
executed copies of this Agreement and the stock power to the proper parties.
5. REPRESENTATIONS AND WARRANTIES OF BTI.
BTI represents and warrants to Barringer as follows:
5.1 EXISTENCE, GOOD STANDING, CORPORATE AUTHORITY, AND
VALIDITY OF AGREEMENTS. BTI is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation. BTI has all requisite corporate power and authority to own
and transfer the Collateral pursuant to the terms and conditions of this
Agreement. This Agreement constitutes, and all agreements and documents
contemplated hereby when executed and delivered pursuant hereto for value
received will constitute, the valid and legally binding obligations of BTI
enforceable in accordance with their terms. The execution and delivery of
this Agreement does not and the consummation of the transactions contemplated
hereby will not (i) require the consent of any third party, or (ii) result in
the breach of any term or provision of, or constitute a default under, any
agreement. Upon transfer of the Collateral by BTI, Barringer will, as a
result, receive good and marketable title to all of the Collateral, free and
clear of all security interests, liens, encumbrances, charges, assessments,
restrictions and adverse claims, except those granted by Barringer and, those
created under applicable securities laws.
5.2 LITIGATION. There are no actions, suits or proceedings at
law or in equity, or before or by any federal, state, municipal or other
governmental agency which affect the Collateral or the BTI's ability to enter
into or perform its obligations hereunder. There are no orders, judgments,
injunctions or decrees of any court or governmental agency with respect to
which BTI has been named or to which BTI is a party, which apply to or restrict
BTI's performance of this Agreement and the transaction contemplated hereunder.
5.3 NO MISREPRESENTATION OR OMISSION. No representation or
warranty by BTI in this Article 5 or in any other Article or Section of this
Agreement, or in any certificate or other document @shed or, if to be furnished
by BTI pursuant hereto upon delivery, contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary to make the statements contained therein not misleading or will omit
to state a material fact.
6. REPRESENTATIONS AND WARRANTIES OF BARRINGER.
Barringer represents and warrants to BTI as follows:
6.1 EXISTENCE, GOOD STANDING, CORPORATE AUTHORITY, AND VALIDITY
OF AGREEMENTS. Barringer is a corporation duly incorporated, validly existing
and in good standing under the laws of its jurisdiction of incorporation.
Barringer has all requisite corporate power and authority to release and waive
the restrictions and rights set forth herein pursuant to the terms and
conditions of this Agreement. The execution and delivery of this Agreement does
not and the consummation of the transactions contemplated hereby will not
require the consent of any third party or violate or conflict with any provision
of the by-laws or articles or certificate of incorporation of Barringer as
amended to the date of this Agreement.
6.2 LITIGATION. There are no actions, suits or proceedings with
respect to Barringer involving claims by or against Barringer which are pending
or threatened against Barringer, at law or in equity, or before or by any
federal, state, municipal or other governmental agency which affect Barringer's
ability to enter into or perform its obligations
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hereunder. There are no orders, judgments, injunctions or decrees of any court
or governmental agency with respect to which Barringer has been named or to
which Barringer is a party, which apply to or restrict Barringer's performance
of this Agreement and the transaction contemplated hereunder.
6.3 NO MISREPRESENTATION OR OMISSION. No representation or
warranty by Barringer in this Article 6 or in any other Article or Section of
this Agreement, or in any certificate or other document furnished or, if to be
furnished by Barringer pursuant hereto upon delivery, contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained therein not misleading
or will omit to state a material fact.
7. OTHER COVENANTS AND AGREEMENTS.
7.1 INSURANCE MATTERS. The parties hereby agree to terminate
any right: (i) of BTI to insure its employees under Barringer's group health
insurance policy as provided in Section 4.2.1 of the 1995 Agreement; and (ii) of
Barringer to be named an additional insured under BTI's property, casualty and
D&O insurance policies as provided in Section 4.2.2 of the 1995 Agreement.
7.2 RESIGNATION OF DIRECTORS. Promptly after the sale,
assignment, transfer or other conveyance by BTI of an aggregate of 250,000
shares or more of the issued and outstanding shares of the Barringer
Laboratories, Inc. stock owned by BTI, Stanley S. Binder and John M. Harte
shall each immediately resign as an officer, agent and/or director of Barringer
Laboratories, Inc. and immediately cease to act for or on behalf of Barringer
Laboratories, Inc. Barringer's timely receipt of these resignations shall be
a condition subsequent to the releases and waivers set forth in Section 1 of
this Agreement, and BTI's failure to timely deliver such resignations shall
constitute a material breach of this Agreement.
7.3 INDEMNIFICATION BY BTI. BTI shall to indemnify and hold
Barringer harmless against, and will reimburse Barringer on demand for, any
payment, loss, cost or expense (including reasonable attorney's fees and
reasonable costs of investigation incurred in defending against such payment,
loss, cost or expense or claim therefor) made or incurred by or asserted against
Barringer in respect of any omission, misrepresentation, breach of warranty, or
nonfulfillment or breach of any term, provision, covenant or agreement on the
part of BTI contained in this Agreement, or from any misrepresentation in, or
omission from any document to be furnished to Barringer pursuant to this
Agreement or from the failure of BTI to have and deliver good and marketable
title to the Collateral.
7.4 INDEMNIFICATION BY BARRINGER.
7.4.1 INDEMNIFICATION. Barringer shall to
indemnify and hold BTI harmless against, and will reimburse BTI on demand for,
any payment, loss, cost or expense (including reasonable attorney's fees and
reasonable costs of investigation incurred in defending against such payment,
loss, cost or expense or claim therefor) made or incurred by or asserted against
BTI in respect of (i) any omission, misrepresentation, breach of warranty, or
nonfulfillment of any term, provision, covenant or agreement on the part of
Barringer contained in this Agreement, and (ii) from any misrepresentation in,
or omission from, any document to be furnished to BTI pursuant to this
Agreement.
7.4.2 SECURITIES INDEMNIFICATION. Barringer shall
indemnify and hold
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harmless BTI against any and all loss, claim, damage or liability, joint or
several, to which BTI may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, or liability (or action with respect
thereto) arises out of or is based upon (a) any untrue statement or alleged
untrue statement of a material fact contained (i) in the Registration Statement,
the Effective Prospectus in respect of the Registration Statement; or (b) the
omission or alleged omission to state in the Registration Statement, the
Effective Prospectus or any amendment or supplement thereto of a material fact
required to be stated therein. or necessary to make the statements therein not
misleading; and shall reimburse BTI for any legal or other reasonable expenses
incurred by it in connection with investigating or defending against in
connection with any such loss, claim, damage, liability or action,
notwithstanding the possibility that payments for such expenses might later be
held to be improper, in which case the person receiving them shall promptly
refund them; except that the Barringer shall not be liable in any such case to
the extent, but only to the extent, that any such loss, claim, damage, or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Barringer through BTI by or
on behalf of BTI specifically for use in the preparation of the Registration
Statement, the Effective Prospectus or any amendment or supplement thereto.
7.5 RIGHT TO PROVIDE DEFENSE. Promptly after receipt by an
indemnified party under Section 7.3 and/or 7.4 above of written notice of the
commencement of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such section, notify
the indemnifying party in writing of the claim or the commencement of that
action; the failure to notify the indemnifying party shall not relieve it of any
liability which it may have to an indemnified party, except to the extent that
the indemnifying party did not otherwise have knowledge of the commencement of
the action and the indemnifying party's ability to defend against the action was
prejudiced by such failure. Such failure shall not relieve the indemnifying
party from any other liability which it may have to the indemnified party. If
any such claim or action shall be brought against an indemnified party, and it
shall notify the indemnifying party thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it wishes, jointly with
any other similarly notified indemnifying party, to assume the defense thereof
with counsel reasonably satisfactory to the indemnified party. After notice
from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, the indemnifying party shall not be liable
to the indemnified party under such section for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
7.6 CONTRIBUTION. If the indemnification provided for in
Section 7.4.2 herein is unavailable or insufficient to hold harmless an
indemnified party, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of the losses, claims,
damages, or liabilities referred to in Section 7.4.2 above (a) in such
proportion as is appropriate to reflect the relative benefits received by the
Barringer on one hand and BTI on the other from the offering of the securities;
or (b) if the allocation provided by clause (a) above is not permitted by
applicable law, in such proportion as is appropriate to reflect the relative
benefits referred to in clause (a) above but also the relative fault of the
Barringer on the one hand and BTI on the other in connection with the statements
or omissions which resulted in such losses, claims, damages, or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Barringer and BTI shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Barringer bear to the total sales price and received by BTI. Relative
fault shall be determined by reference to, among other things, whether the
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Barringer or BTI and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
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prevent such untrue statement or omission. For purposes of this Section 7.6,
the term "damages" shall include any counsel fees or other expenses reasonably
incurred by the Barringer or BTI in connection with investigating or defending
any action or claim which is the subject of the contribution provisions of this
Section 7.6. No person adjudged guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
Each party entitled to contribution agrees that upon the service of a
summons or other initial legal process upon it in any action instituted against
it in respect of which contribution may be sought, it shall promptly give
written notice of such service to the party or parties from whom contribution
may be sought, but the omission so to notify such party or parties of any such
service shall not relieve the party from whom contribution may be sought from
any obligation it may have hereunder or otherwise (except as specifically
provided in Section 7.6 hereof).
8. MISCELLANEOUS.
8.1 NOTICE. Any notice required or permitted hereunder shall be
in writing and shall be sufficiently given if personally delivered or mailed by
certified or registered mail, return receipt requested, addressed as follows:
If to Barringer: Barringer Laboratories, Inc.
15000 W. 6th Avenue, Suite 300
Golden, CO 80401
Attention: Chief Executive Officer
Copy to: Paul E. Rumler, Esq.
Rumler Law Corporation, P.C.
55 Madison Street, Suite 410
Denver, Colorado 80206
If to BTI: Barringer Technologies, Inc.
219 S. Street
New Providence, NJ 07974
Attention: President
(or to such other address as any party shall specify by written notice so
given), and shall be deemed to have been delivered as of the date so personally
delivered or mailed.
8.2 OTHER COSTS AND EXPENSES. All 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.
8.3 AUTHORITY TO EXECUTE AGREEMENT. By execution of this
Agreement, each individual who signs this Agreement on behalf his respective
principal individually represents and warrants that (i) he is a duly authorized
officer or agent of his principal, (ii) the principal has taken all action
necessary to approve the covenants, terms and agreements set forth herein, and
(iii) the execution of this Agreement by the undersigned individual shall bind
the principal to the term and conditions set forth herein.
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8.4 EXECUTION OF ADDITIONAL DOCUMENTS. The Parties hereto
will at any time, and from time to time after the date of execution of this
Agreement, upon request of the other party, execute, acknowledge and deliver
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be required to carry out the intent of this
Agreement, and to transfer and vest title to any shares being transferred
hereunder, and to protect the right, title and interest in and enjoyment of
all of the shares sold, granted, assigned, transferred, delivered and
conveyed pursuant to this Agreement; provided, however, that this Agreement
shall be effective regardless of whether any such additional documents are
executed.
8.5 BINDING EFFECT, BENEFIT, ASSIGNABILITY. This Agreement
shall be binding upon and shall inure to the benefit of the Parties hereto and
their respective heirs, successors, executors, administrators and assigns.
Notwithstanding anything contained in this Agreement to the contrary, nothing in
this Agreement, expressed or implied, is intended to confer on any person other
than the Parties hereto or their respective heirs, successors, executors,
administrators and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement. Neither this Agreement nor any of the
Parties' rights hereunder shall be assignable by any party hereto without the
prior written consent of the other Parties hereto. This Agreement and all
agreements and documents contemplated hereby constitute one agreement and are
interdependent upon each other in all respects.
8.6 ENTIRE AGREEMENT. This Agreement, together with the
other documents contemplated hereby, constitute the final written expression
of all of the agreements between the Parties, and is a complete and exclusive
statement of those terms. It supersedes all understandings and negotiations
concerning the matters specified herein. Any representations, promises,
warranties or statements made by either party that differ in any way from the
terms of this written Agreement and the other documents contemplated hereby,
shall be given no force or effect. The Parties specifically represent, each
to the other, that there are no additional or supplemental agreements between
them related in any way to the matters herein contained unless specifically
included or referred to herein. No addition to or modification of any
provision of this Agreement shall be binding upon any party unless made in
writing and signed by all Parties.
8.7 GOVERNING LAW. This Agreement and all matters and issues
collateral thereto shall be construed according to the laws of the State of
Colorado, except that issues governed by a state's corporate code, including
without Limitations matters of corporate governance, shall be governed by the
laws of the Party's state of incorporation.
8.8 MEDIATION; ARBITRATION. Notwithstanding anything to the
contrary herein provided, the Parties agree to submit disputes under this
Agreement which they are unable to resolve to mediation under the Commercial
Mediation Rules of the American Arbitration Association. Any dispute or
controversy arising out of or relating to this Agreement which is not resolved
through mediation shall be submitted and settled by arbitration under the Rules
of Conciliation and Arbitration of the International Chamber of Commerce (the
"ICC") then in effect. There shall be one arbitrator, and such arbitrator shall
be chosen by mutual agreement of the parties in accordance with ICC rules. The
arbitration proceedings shall take place at such location as the Parties shall
mutually agree upon, or if the Parties are unable to agree upon a location, then
Chicago, Illinois. The arbitrator shall apply the laws of the applicable state
to all issues in dispute, in accordance with Section 8.5 hereof. The findings
of the arbitrator shall be final and binding on the parties, and may be enforced
in any court of competent jurisdiction.
8.9 SURVIVAL AND SEVERABILITY. All of the terms, conditions,
warranties and representations contained in this Agreement shall survive, in
accordance with their terms, delivery by Barringer of the consideration to be
given by it hereunder and delivery by BTI of
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the consideration to be given by it hereunder, and shall survive the execution
hereof for the period provided herein. If for any reason whatsoever, any one or
more of the provisions of this Agreement shall be held or deemed to be
inoperative, unenforceable or invalid as applied to any particular case or in
all cases, such circumstances shall not have the effect of rendering such
provision invalid in any other case or of rendering any of the other provisions
of this Agreement inoperative, unenforceable or invalid.
8.10 WAIVERS. Either Barringer or BTI may, by written notice
to the other, (i) extend the time for the performance of any of the obligations
or other actions of the other under this Agreement; (ii) waive any inaccuracies
in the representations or warranties of the other contained in this Agreement or
in any document delivered pursuant to this Agreement; (iii) waive compliance
with any of the conditions or covenants of the other Party contained in this
Agreement; or (iv) waive performance of any of the obligations of the other
Party under this Agreement. Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including without limitation any
investigation by or on behalf of any Party, shall be deemed to constitute a
waiver, by the Party taking such action, of compliance with any representations,
warranties, covenants or agreements contained in this Agreement. The waiver by
any Party hereto of a breach of any provision hereunder shall not operate or be
construed as a waiver of any prior or subsequent breach of the same or any other
provision hereunder.
8.11 HEADINGS; INTERPRETATION OF AGREEMENT. Headings of the
Articles and Sections of this Agreement are for the convenience of the Parties
only, and shall be given no substantive or interpretive effect whatsoever. The
Parties hereto each represent and acknowledge that they have reviewed this
Agreement with the assistance of their respective counsel. The Parties further
acknowledge that each shall bear co-extensive and identical responsibility for
the language of this Agreement, and that any ambiguity which may exist or
purportedly exist therein shall be attributed equally to the Parties.
8.12 ATTORNEY'S FEES. If any Party shall commence any action or
proceeding against another Party in order to enforce the provisions hereof, or
to recover damages as the result of the alleged breach of any of the provisions
hereof, the prevailing Party therein shall be entitled to recover all reasonable
costs incurred in connection therewith, including, but not limited to,
reasonable attorneys' fees.
8.13 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument. Evidence of the execution of this
Agreement by any party may be provided by facsimile and if so provided shall be
legal, valid and binding on any party executing in such manner.
8.14 APPROVAL OF BARRINGER'S BOARD OF DIRECTORS. This
Agreement and the effectiveness and enforceability of the terms and provisions
included herein is specifically contingent upon the approval, by the Board of
Directors of Barringer, no later than October 18, 1996. In the event approval
of the Board of Directors is not attained by such date, this agreement shall be
null and void.
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IN WITNESS WHEREOF, the Parties have executed this Agreement and caused
the same to be duly delivered on their behalf on the day and year hereinabove
first set forth.
BARRINGER TECHNOLOGIES, INC.
By: /s/ Stanley Binder
----------------------------------
Its: President
BARRINGER LABORATORIES, INC.
By: /s/ ROBERT H. WALKER
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Its: CEO
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