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UNITED STATES
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): January 7, 1997
N.U. PIZZA HOLDING CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 0-19522 95-3656327
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
of incorporation)
15414 Cabrito Road, Suite A, Van Nuys, California 91406-1419
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 779-8600.
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ITEM 5. Other Events
On January 7, 1997, the Registrant (Buyer) consummated an Asset
Purchase Agreement whereby, the Registrant agreed to buy certain assets from
The DAS Group, Inc. (Seller).
Pursuant to the executed Agreement, a copy of which is attached hereto
as an exhibit, the Registrant purchased certain assets of The DAS Group, Inc.
for consideration of $200,000 in cash.
The Agreement was approved by the respective Directors of both N.U.
Pizza Holding Corporation and The DAS Group, Inc.
Upon the closing of the Agreement, the Registrant contributed the $200,000 of
assets purchased from the DAS Group, Inc. to its wholly-owned Subsidiary,
Formaggi Inc., a recently organized Nevada corporation, in exchange for
2,000,000 shares of Formaggi Inc.'s common stock.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Asset Purchase Agreement (Without Exhibits)
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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.
N.U. PIZZA HOLDING CORPORATION
By: /s/ RONALD J. GELET
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RONALD J. GELET, PRESIDENT
DATED: JANUARY 27, 1997
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("this Agreement") is made and entered
into this 7th day of January, 1997, by and between THE DAS GROUP, INC., an
Oregon corporation (hereinafter referred to as "Seller") and N.U. PIZZA
HOLDING CORPORATION, a Nevada corporation, (hereinafter referred to as
"Purchaser").
W I T N E S S E T H
WHEREAS, Seller is engaged, among other things, in the business of
operating and offering franchises for fast food, specialty, deli-sandwich and
bakery shops as well as the manufacture and distribution of bread and assorted
bakery products; and,
WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to
purchase from Seller, substantially all of the assets and business of Seller on
the terms set forth herein:
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:
ARTICLE 1
PURCHASE AND SALE OF ASSETS
1.1 Purchase and Sale of Assets. That for and in consideration of
the amounts set forth hereinafter, Seller does hereby sell, transfer and assign
to Purchaser, its successors and assigns, all of Seller's right, title and
interest, legal and equitable, in and to all of the properties, assets,
goodwill and business as a going concern, character and description, tangible
or intangible, and wherever located, of Seller as they shall exist on the
closing date (collectively, "the assets"), as follows:
(a) All trademarks, service marks, trade names and logo types
for which Seller has registered or has pending application for the registration
to the United States Patent & Trademark Office on their principal register as
well as all assumed business names in the Oregon Counties in which they are
registered. This includes but is not necessarily limited to: "Oregon's
Original Sandwich Express & Bakery", "Sandwich Express", "Sandwich Express
Bakery", "SE Bakery", "S Express", etc. Seller will formally assign the
aforementioned through escrow prior to the close of escrow and will see to it
that all registrations are current and renewed.
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(b) Worldwide franchising rights to "Oregon's Original
Sandwich Express Bakery" and its operating concept.
(c) All recipes, including but not necessarily limited to:
dough recipes, sandwich recipes, etc. These recipes will be transferred to
Purchaser through escrow.
(d) The Sandwich Express system, which includes but is not
necessarily limited to: specifications for the design and appearance of the
business premises; specially designed equipment; interior fixtures and
furnishings; signage; required menu selection; uniform menu designation;
uniform designations; special recipes; ingredient and food preparation process;
management and operational training programs; operational methods and
procedures; advertising, marketing and publicity programs; the distinctive
methods for preparing, serving and merchandising Sandwich Express items,
including special recipes.
(e) All owned restaurant furniture, fixtures and equipment
and any and all other owned assets used in the day-to-day operation of the
Sandwich Express system, including office equipment and computers.
(f) All franchise rights, goodwill, dealer networks,
distribution networks, inventory, prepaid expenses and deposits, excluding
workers compensation premiums pre-paid and deposits made on leases for
franchisees.
(g) Agreement Not to Compete for five (5) years, anywhere in
the world, from The DAS Group, Deborah Goldstein Hill, Arthur Hill and Sheldon
Goldstein.
(h) The Sandwich Express Bakery and operating concept and all
associated furniture, fixtures and equipment, recipes, methods of operation,
premises leases and employment contracts.
(1) Purchaser will assume the unpaid balance of
the capital lease obligation for the bakery
equipment as of the closing date. As of the
anticipated date of closing, there should be
13 lease payments remaining at $756.05 per
month, plus the buyout amount of $1,661.50.
(2) The equipment that is covered under the lease
payments is as follows: 2 proofers; 20-quart
Univex; 1 dough sheeter; 1 walk-in freezer; 1
copier; 1 IBM computer 23L1319; 1 printer
model #USBB191950; 1 notebook computer model
#10150600186; 1 Hobart 80-quart mixer model
#M-802, Serial #11-061-844, including 80-
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quart mixing bowl; 80-quart dough hook and
40-quart reduction ring; 1 Rainier revolving
tray oven serial #3757, natural gas fired,
left drive.
(3) Usable, unopened inventory shall be purchased
at current wholesale prices, by Purchaser,
outside escrow, on the day escrow closes.
Purchaser and Seller will conduct a mutual
inventory immediately following the closing.
Purchaser shall issue a check to Seller
immediately upon calculation of the inventory
cost.
(i) The Franchise Agreement then in effect for The Sandwich
Express operating in Monmouth, Oregon.
(j) The Franchise Agreement then in effect for The Sandwich
Express operating in Corvallis, Oregon.
(k) The Franchise Agreement then in effect for The Sandwich
Express operating in Keizer, Oregon.
(l) The Franchise Agreement then in effect for The Sandwich
Express operating in Lancaster, Oregon.
(m) The Franchise Agreement then in effect for The Sandwich
Express known as Commercial #5.
(n) The Franchise Agreement then in effect for The Sandwich
Express operating in McMinville, Oregon.
(o) The Franchise Agreement then in effect for The Sandwich
Express operating on Wallace Road NW, known as West Salem #8. If this unit is
not franchised at the time of closing, then The DAS Group will become the
licensed franchisee of the premises and will operate and pay royalties to
Purchaser in accordance with the terms and conditions of this existing
Franchise Agreement. In that event, then royalties for the West Salem store
will commence ninety (90) days after the closing date and DAS will have the
option of selling the unit outside the Sandwich Express system as an
independent operation providing it is not in the sandwich, pizza or Italian
food sector.
(p) The Franchise Agreement then in effect for The Sandwich
Express operating at 12205 SE Powell, Portland, Oregon.
(q) The Franchise Agreement then in effect for The Sandwich
Express operating in Woodburn, Oregon.
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1.2 Assumption of Liabilities. Other than the capital lease for the
Sandwich Express Bakery, which will be submitted to escrow for approval of
Purchaser, Purchaser will not assume any liabilities in connection with this
transaction.
1.3 Purchase Price. Purchaser agrees to pay Seller, as the purchase
price for the assets, Two Hundred Thousand Dollars ($200,000.00) in cash, at
closing.
1.4 Closing. The closing from the Sale and Purchase of Assets ("the
Closing") shall take place on the 3rd day of December, 1996, ("the Closing
Date") at the offices of Amerititle Escrow located in Portland, Oregon, or on
such other date or at such other location as the parties may agree.
(a) Delivery by Seller. At the closing, Seller shall deliver
to Purchaser, duly and properly executed, a Bill of Sale representing all of
the assets that Purchaser is purchasing hereunder.
(b) Further Assurances. At the closing, each party shall
prepare, execute and deliver, at preparer's expense, such further instruments
of conveyance, sale, assignment or transfer and shall take or cause to be
taken, such other or further action, as any party shall reasonably request of
the other party.
1.5 Escrow. The escrow agent for this transaction shall be
Amerititle Escrow. Amerititle shall effect whatever searches and notices are
required to assure a proper transfer of the assets, including but not limited
to: UCC1 search and a bulk sale notice. Escrow costs shall be borne equally
by Buyer and Seller.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
2.1 Organization, Good Standing, Power, etc.
(a) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Oregon, and has all
requisite corporate power and authority to own or lease and to operate its
properties and to carry on its business as presently conducted and is duly
qualified to do business and is in good standing in Oregon. This is the only
jurisdiction in which the nature of its business or properties makes such
qualification necessary.
(b) Seller has all requisite corporate or other power and
authority to execute, deliver and perform this Agreement. This Agreement has
been duly authorized by all necessary corporate action on the part of Seller,
has been duly
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executed and delivered by Seller and is the legal, valid and binding obligation
of Seller enforceable in accordance with its terms.
(c) Complete and accurate copies of the articles of
incorporation and bylaws of Seller, as certified by the Secretary of Seller and
certificates of good standing from the State of Oregon shall be delivered to
Purchasers, through escrow.
2.2 Effect of Agreement. The execution, delivery and performance of
this Agreement by Seller and the consummation by Seller of the transactions
contemplated hereby will not require the consent, approval or authorization of
any person or governmental authority. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
(i) result in the acceleration or termination of, or the creation in any party
of the right to accelerate, terminate, modify or cancel, any indenture,
contract, lease, sublease, loan agreement, note or other obligation or liability
to which Seller is a party to or is bound or to which any of their assets are
subject, or (ii) conflict with or result in a breach of or constitute a default
under any provision or the charger documents or bylaws of Seller or a default
under or violation of any restriction, lie, encumbrance, indenture, contract,
lease, sublease, loan agreement, note or other obligation or liability to which
Seller is a party or is bound or by which any of their assets are subject, or
result in the creation of any lien or encumbrance upon said assets.
2.3 Preferential Treatment. In the event The DAS Group files a
petition for bankruptcy within six (6) months of the closing date and/or a sale
is determined by any court to have been a technique to avoid payment of
creditors, and said bankruptcy or said court action results in any amounts
heretofore paid pursuant to this Agreement, being declared a preference, and,
said amounts are repaid by Purchaser or any portion of this Agreement is
nullified, then Seller, Deborah Goldstein Hill, Arthur Hill and Sheldon
Goldstein, individually and collectively must reimburse Purchaser for any and
all losses and damages incurred because of said bankruptcy or court action.
2.4 Absence of Certain Changes or Events. Since December 31, 1995,
there has not been any material adverse change in the condition (financial or
otherwise), results of operations, revenues, expenses, gross operating profits,
with respect to the franchises set forth in Paragraphs (i) through (q), and,
Seller has not:
(a) Mortgaged, pledged or subjected to lien, charge, security
interest or other encumbrance any of the Assets being purchased herein.
(b) Except as stated herein, knowingly and expressly waived
or released any rights of substantial value, as it pertains to assets being
purchased.
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The Woodburn franchisee has been excused from the payment of royalties until
December 31, 1996.
(c) Sold, assigned, transferred or granted any rights under
any licenses, patents, inventions, trademarks, service marks, trade names, or
copyrights or rights with respect to any know-how or other intangible assets,
which sale, assignment, transfer or grant would have an adverse effect on
Seller.
(d) Amended or terminated any contract, agreement or license
to which they are a party, which amendment or termination would have an adverse
effect on Seller.
(e) Knowingly disposed of or permitted to lapse any rights
for the use of any patent, trademark, service mark, trade name or copyright or
knowingly disposed of or disclosed to any person not an employee, supplier,
broker, distributor or customer any trade secret, process or know-how not
theretofore a matter of public knowledge, which dispositions or disclosures
would have an adverse effect on Sellers.
(f) Increased the rate of compensation or bonus payments
payable or to become payable to any of the employees or directors of Seller
(including without limitation, any payment or of promise to pay any bonus or
special compensation).
(g) Entered into any other transaction, contract or
commitment other than in the ordinary course of business which would have an
adverse effect on Seller; or,
(h) Agreed to do any of the things described in the preceding
clauses (a) through (g).
2.5 Debts, Liabilities and Obligations. Seller understands and
acknowledges that Purchaser is not assuming any debts, liabilities and
obligations of Seller. Furthermore, Seller agrees to indemnify and hold
harmless Purchaser with respect to any debts, liabilities and obligations of
Seller.
2.6 Title to and Condition of the Assets.
(a) Seller has good and marketable title to the Assets,
whether real, personal or mixed, tangible or intangible, which constitute all
the assets used in Seller's Business. All of the Assets are free and clear of
restrictions on or conditions to transfer or assignment, and free and clear of
mortgages, liens, pledges, charges, security interest, conditional sales
agreements, encumbrances,
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equities, claims, easements, rights of way, covenants, conditions, restriction
or other adverse claims or interests of any nature whatsoever.
(b) All real property and tangible personal property included
in the Assets is in good operating condition and repair, ordinary wear and
tear excepted.
2.7 Personal Property.
(a) Seller shall submit a complete and accurate schedule
describing and specifying the location of: all inventory, machinery,
equipment, furniture, supplies, tools and other tangible or intangible property
owned by, in the possession of, or used by Seller that is being purchased
herein.
2.8 Contracts. Seller has submit to escrow, along with copies of the
aforementioned Franchise Agreements and the appropriately executed assignments,
copies of all presently effected contracts, oral or written, which have any
effect on this Purchase of Assets, including, without limitation to:
(a) The capital lease on the bakery equipment;
(b) Broker or distributorship contracts;
(c) Advertising, marketing and promotional agreements
(including, but not limited to, any agreements providing for discounts and/or
rebates).
2.9 Legal Proceedings. Seller is to provide for Purchaser's review
and approval, a list of any and all past, present or pending litigation,
Seller's attorney's statement of resolution and/or opinion.
2.10 Patents, Trademarks, Etc. Seller is to provide a complete and
accurate list of (i) all patents, patent applications, patent agreements,
license agreements relating to patents, consulting agreements relating to
patents, trademark registrations and applications therefor, tradename, service
marks and copyright registrations and applications thereof, to which Seller is
a party or which are used in Seller's business and are owned by or licensed to
Seller, and, (ii) any interference actions or adverse claims made or, to the
best knowledge of Seller, threatened for alleged infringement thereof. All
patents and trademarks submitted as having been registered in the U.S. Patent
Office have been duly issued or issued and all are in full force and effect.
Seller warrants that in the operation of Seller's business, it does not
infringe on any valid patent, trademark, tradename, service mark or copyright
or any other person or entity.
2.11 Corporate Documents. Seller, through escrow, shall furnish, or
make available to Purchaser or its representatives for their examination, true,
correct and
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complete copies or (i) the articles of incorporation and bylaws of Seller,
including all amendments thereto; (ii) the minute books of Seller; and, (iii)
the stock transfer books of Seller.
2.12 Employee Plans. Seller warrants that there are no benefit plans
in effect or promised to employees.
2.13 Compliance with Laws; Ownership and Location of Material Assets.
Seller has complied with, and is not in violation of, applicable federal, state
or local statutes, laws or regulations (including, without limitation, any
applicable building, zoning or other law, ordinance or regulation) affecting
their properties or the operation of their businesses. No products shipped,
sold or delivered or to be made by Seller on or prior to the Closing Date were,
are or will be, and no food or food ingredients included in the inventories of
Seller were, are or will be, adulterated or misbranded within the meaning of
the Federal Food, Drug & Cosmetic Act and the regulation promulgated thereunder
or comparable food laws and regulations of any state, county or municipality to
which such products, or products, including food or food ingredients, have
been or will be shipped, sold or delivered. Seller does not utilize in
Seller's Businesses any material assets not reflected in the Financial
Statements except for assets which have been fully amortized or depreciated and
which are owned or leased by Seller, and franchises, licenses, trademarks and
trade names, all properties and assets of Seller used in Seller's Business are
in the possession and control of Seller. As of the date hereof, no physical
assets of any material value are on the premises at the locations operated by
Seller in connection with Sellers' Business which do not belong to Seller.
2.14 Brokerage. Seller has not retained any broker or finder in
connection with the transactions contemplated by this Agreement. If any broker
or finder assets a claim for a fee as a result of such transactions, based upon
a contract, written or oral, with any Seller, such claim shall be payable by
Seller.
2.15 Full Disclosure. No information furnished by Seller to
Purchaser in connection with this Agreement (including, but not limited to, the
Financial Statements and all other information provided by Seller to Purchaser)
is false or misleading and such includes all facts required to be stated
therein or necessary to make statements therein not misleading. All copies of
original documents delivered to Purchaser are true and correct copies of such
original documents.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
To induce Seller to enter into this Agreement, Purchaser represents and
warrants to Seller as follows:
3.1 Organization, Good Standing, Power, etc. Purchaser is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada, has all requisite corporate power and authority to
own or lease and to operate its properties and to carry on its business as
presently conducted and is duly qualified to do business and is in good
standing a foreign corporation in each jurisdiction where the failure to be so
qualified would have a material adverse effect on Purchaser. Purchaser has all
requisite corporate power and authority to execute, deliver and perform this
Agreement. This Agreement has been duly authorized, executed and delivered by
Purchaser and is the legal, valid and binding obligation of Purchaser
enforceable in accordance with its terms.
3.2 Effect of Agreement. The execution, delivery and performance of
this Agreement by Purchaser and the consummation by Purchaser of the
transaction contemplated hereby will not require the consent, approval or
authorization of any person or government authority. Neither the execution and
delivery of this Agreement nor the consummation of the transactions
contemplated hereby will (i) result in the acceleration or termination, or in
the creation in any party of the right to accelerate, terminate, modify or
cancel, any indenture, contract, lease, sublease, loan agreement, note or other
obligation or liability to which the Purchaser or a default under or violation
of any restriction, lien, encumbrance, indenture, contract, lease, sublease,
loan agreement, note or other obligation or liability to which Purchaser is a
party or is bound or to which any of its assets are subject, or result in a
creation of any lien or encumbrance upon said assets.
3.3 Brokerage. Purchaser has not retained any broker or finder in
connection with the transactions contemplated by this Agreement. If any broker
or finder asserts a claim for fee as a result of such transactions based upon a
contract, written or oral, with Purchaser, such claim shall be payable by
Purchaser.
3.4 None of the representations or warranties contained herein of
Purchaser contain or will contain any untrue statement of a material fact or
omit or will omit or misstate a material fact necessary in order to make the
statements contained herein not misleading.
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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
4.1 Corporate Existence, Power and Authority. Seller is a
corporation duly organized and validly existing under the laws of the State of
Oregon and has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby.
4.2 Corporation Action and Validity. The execution and delivery of
this Agreement by Seller and the consummation by Seller of the transactions
contemplated in this Agreement have been authorized by all requisite corporate
action on the part of the Seller. This Agreement constitutes the legal, valid
and binding obligation of Seller enforceable in accordance with its term,
except as limited by equitable principles and by applicable bankruptcy,
reorganization, insolvency, moratorium or other similar law or laws and
judicial decisions of general application affecting the enforcement of
creditors' right generally and subject to general equitable principles as
presently or hereafter in effect.
4.3 Litigation. Except with regards to the West Salem store, there
is no action, suit, claim, proceeding or investigation known to Seller, after
due inquiry, which is pending or threatened which questions the validity or
propriety of this Agreement or any action taken or to be taken by Seller in
connection with this Agreement. Seller will provide Purchaser, for Purchaser's
review and approval, an attorney's opinion letter covering all past, present or
anticipated litigation.
4.4 None of the representations or warranties of the Seller contain
or will contain any untrue statement of a material fact or omit or will omit or
misstate a material fact necessary in order to make the statement contained
herein not misleading.
ARTICLE V
TERMINATION OF AGREEMENT: FAILURE TO CLOSE
5.1 Effects of Termination.
(a) This Agreement may be terminated (i) by mutual written
agreement of Purchaser and Seller, or (ii) by Purchaser by written notice to
the Seller, if the conditions set forth herein shall not have been complied
with or performed on the closing date in any material respect, or (iii) by
Seller by written notice to Purchaser, if the conditions set forth herein shall
not have been complied with or performed on the closing date in any material
respect.
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(b) If this Agreement is terminated pursuant to Section
5.1(a), all further obligations of the parties hereto under this Agreement
shall terminate without further liability or obligation of either party to the
other party hereunder; provided, that if either party (the "Breaching Party")
fails to consummate the transactions contemplated on its part to occur on the
closing date, and circumstances whereby this Agreement has not been terminated
by the breaching party and all conditions to the performance of the breaching
party's obligations hereunder have been satisfied in all material respects or
waived in writing by such party, then the breaching party shall be liable to
the other party for damages to the extent provided by law.
ARTICLE VI
POST-CLOSING COVENANTS
6.1 Further Assurances. From and after the Closing Date, the parties
shall, on request, cooperate with one another by furnishing any additional
information, executing and delivering any additional documents and instruments,
and doing any and all such other things as may be reasonable required by the
parties or their counsel to consummate or otherwise implement the transactions
contemplated by this Agreement.
6.2 Transferred Employees. Immediately upon the closing, providing
Deborah Hill has no further direct involvement in the management, supervision
or hands-on operation in any Sandwich Express location, Purchaser will engage
the services of Deborah Hill.
6.3 Expenses. Except as otherwise provided in this Agreement, each
party hereto shall pay its own expenses incident to the origination,
negotiation, and execution of this Agreement and the consummation of the
transaction contemplated hereby, including, without limitation, all legal and
accounting fees and disbursements. Any sales and use taxes applicable to the
conveyance and transfer to Purchaser of the Assets shall be borne and paid by
Purchaser. Any real or personal property transfer or capital gain or other
income taxes or similar charges or documentary taxes and any filing or
recording fee (including, without limitation, any documentary or revenue stats)
applicable to such conveyance to Purchaser of the Assets shall be borne and
paid by Seller, and Seller shall at all times indemnify and save harmless
Purchaser from and against any and all claims for any of such taxes or fees.
6.4 Purchaser's Indemnification. Purchaser agrees to defend,
indemnify and hold harmless Seller from and against any and all claims,
liabilities, and obligations of every kind and description arising out of or
related to the operation of the assets
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acquired following closing, or, arising out of Purchaser's failure to perform
obligations of Seller assumed by Purchaser pursuant to this Agreement. In
addition, Purchaser agrees to defend, indemnify and hold Seller harmless from
any and all damage or deficiency resulting from any material misrepresentation,
breach of warranty or covenant or non-fulfillment of any agreement on the part
of Purchaser under this Agreement.
6.5 Seller's Indemnification. Seller agrees to defend, indemnify and
hold harmless Purchaser from and against any and all claims, liabilities, and
obligations of every kind and description arising out of or related to the
operation of the business prior to the closing, or arising out of Seller's
failure to perform obligations associated with the business, not assumed by
Purchaser after the closing. In addition, Seller agrees to defend, indemnify
and hold Purchaser harmless from and all damage or deficiency resulting from
any material misrepresentation, breach of warranty or covenant or
non-fulfillment of any agreement on the part of the Seller under this
Agreement.
ARTICLE VII
MISCELLANEOUS COVENANTS
7.1 Bulk Sales. Purchase and sale contemplated herein will take
place under the requirements of the bulk transfer provisions of the Uniform
Commercial Code of Oregon.
ARTICLE VIII
MISCELLANEOUS
8.1 Notices. All notices or other communications hereunder, if to
Purchaser, shall be sent to:
N.U. Pizza Holding Corporation
15414 Cabrito Avenue, #A
Van Nuys, CA 91406-1419
Attn: Ronald J. Gelet
and if to Seller, shall be sent to:
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Any such notice or communication shall be in writing and shall be
deemed to have been given on the day of delivery if delivered personally or
after three (3) calendar days from mailing if sent by certified mail, postage
prepaid. Either party hereto may designate a new address to which notices or
other communications may be sent by giving a notice thereof to the other party
as herein provided.
8.2 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, as if both parties hereto
were residents and doing business in such state.
8.3 Severability. If any provision of this Agreement shall be held
illegal or invalid by any court, this Agreement shall be construed and enforced
as if such illegal or invalid provision had not been contained herein and this
Agreement shall be deemed an agreement of the parties hereto to the full extent
permitted by law. If any provision shall be declared invalid or enforceable
because of its breadth, scope or duration, such provision shall be deemed
modified to the extent necessary to make it valid and enforceable and shall
remain in full force and effect as so modified, or if not so modified, shall be
severable from the rest of this Agreement.
8.4 Assignability. Neither Purchaser nor Seller may assign any of
its rights or delegate any of its duties under this Agreement without the
consent of the other, which consent shall not be unreasonably withheld.
8.5 Complete Agreement. This Agreement embodies all of the terms and
conditions of the agreement between the parties with respect to the matters set
forth herein. There are no statements, terms, conditions, representations or
warranties which have not been embodied herein.
8.6 Modifications. This Agreement may not be modified or amended,
except in a writing signed on behalf of both parties by their duly authorized
officers which refers specifically to this Agreement.
8.7 Waiver. The failure of either party at any time to require
performance of any provision hereof by the other party shall not be deemed a
waiver and thereafter shall not deprive that party of its full right to require
such performance in the particular instance or at any other time. Any waiver
must be in writing executed by a duly authorized officer of the waiving party.
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8.8 Section Headings. Section headings are inserted for reference
purposes only.
IN WITNESS WHEREOF, each of the parties hereto has duly executed and
delivered this Agreement as of the date first above written.
PURCHASER:
N.U. PIZZA HOLDING CORPORATION
By:_____________________________
Ronald J. Gelet, President
THE DAS GROUP, INC.
By:______________________________
Deborah Hill, President
_________________________________
Deborah Hill, individually and
collectively
________________________________
Arthur Hill, individually and
collectively
_______________________________
Sheldon Goldstein, individually
and collectively
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