EXHIBIT 10.1
------------
CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT,
MARKED BY BRACKETS
([**]), HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE
SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE
SECURITIES
EXCHANGE ACT OF 1934,
AS
AMENDED.
EXECUTION COPY
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE
AGREEMENT (the
"Agreement")
is entered
into as of August 31, 2005 by and among
Transol Holdings Pty Limited (ACN 100
078 046), a corporation registered in Victoria, Australia (receivers and
managers appointed) ("Transol Holdings"), Transol PTY Limited (ABN 65 095
538
828), a corporation incorporated in
Victoria, Australia
(receivers and managers
appointed) ("Transol PTY"), Transol
Corporation Limited (ABN 73 089 224 402), a
corporation registered in New South Wales,
Australia (receivers and managers
appointed) ("Transol Limited"),
and Alleasing Finance
Australia Limited (ABN 94
003 421 136), a corporation registered in New South Wales,
Australia formerly
known as RentWorks Limited ("Alleasing") and Nestor Traffic Systems,
Inc., a
Delaware corporation ("Purchaser"). Transol Holdings, Transol PTY, Transol
Limited are collectively referred to herein
as the "Debtors", and, together with
Alleasing, "Sellers".
RECITALS
A. On September
30, 2004, Alleasing, Debtors, Robert Ciolli an
individual, and Bronwen Ciolli also an individual entered into that certain
RentWorks Agreement (as amended,
the "MASTER RENTAL
AGREEMENT"),
pursuant to
which Alleasing leased to Debtors certain
equipment (the "LEASED EQUIPMENT") and
extended financial accommodations to or for the direct or indirect
benefit of
Debtors.
B. To secure the payment and performance of the obligations of
Debtors
under the Master Rental Agreement, Alleasing and Debtors entered into that
certain Deed of Charge and Transol
Holdings and Alleasing entered into that
certain Collateral Grant of Security
Interests in Patents
and Trademarks,
each
dated as of even date with the Master Rental Agreement (collectively, the
"DEBTORS' SECURITY AGREEMENTS"), whereby Debtors granted to Alleasing a
continuing perfected security interest in and lien upon all the assets of
Debtors (the "DEBTORS' COLLATERAL").
C. Transol USA INC.
("TRANSOL USA") is a
wholly-owned
subsidiary of
Debtors, and depends upon Debtors for
funding and financial support and in order
to induce Alleasing to enter into the
Master Rental Agreement and as a condition
to Debtors being permitted to sublease or make
available to Transol USA some of
the Leased Equipment, Transol USA executed
a Guaranty dated as of even date with
the Master Rental Agreement (the
"GUARANTY"), in favor of Alleasing guaranteeing
the due and punctual payment, performance and discharge of
Debtors' obligations
under the Master Rental Agreement.
D. To secure the payment and performance of the obligations of
Transol
USA under the Guaranty, Alleasing and Transol USA entered
into that certain
Security Agreement dated as of even date
with the Guaranty (the "TRANSOL U.S.A.
SECURITY AGREEMENT", the Debtors' Security Agreements and the Transol
U.S.A.
Security Agreement are collectively referred to as the "SECURITY
AGREEMENTS"
and, together with the Master Rental Agreement and the Guaranty, are
<PAGE>
collectively referred to as the "CREDIT
DOCUMENTS"), whereby Transol USA granted
to Alleasing a continuing perfected interest in and lien upon all personal
property of Transol USA (the "GUARANTOR COLLATERAL" and together with the
Debtors' Collateral, the "COLLATERAL").
E. Debtors
are in default of
their obligations
to Alleasing with
respect to the Credit Documents (all of such obligations are collectively
referred to herein as the "OBLIGATIONS"), and the Obligations have been
accelerated and are now immediately due and payable under the terms of the
Credit Documents (which Credit Documents
are governed by the law of the State of
California).
F. On July 14, 2005,
pursuant to those certain Deeds Appointment of
Receivers and Managers, Anthony Milton Sims
and Neil Geoffrey Singleton (in such
capacity only, and not individually, "RECEIVERS") were appointed as receivers
and managers for the Debtors and the
Debtors' Collateral.
G. Alleasing has the unequivocal right to enforce all of its
remedies
against Debtors and Transol USA, including the right to enforce its
security
interests and liens against the
Collateral.
H. Pursuant to those certain Peaceful Foreclosure Agreements of even
date herewith ("Foreclosure Agreements"), entered into by and among each of
Transol USA and the Debtors and
Alleasing (true and complete, fully executed
copies of which have been furnished to
Purchaser),
each of Transol USA
and the
Debtors has consented to the sale by
Alleasing to Purchaser of all of, Debtors'
and Transol USA's right, title and interest in certain of
the Collateral
more
fully identified on SCHEDULE I to this
Agreement (the
"PURCHASED ASSETS")
and
the Debtors have agreed to cooperate
with Alleasing to facilitate
the sale of
the Purchased Assets and are joining in this
Agreement as Sellers
in order to
convey any remaining right, title and interest of the Debtors
in the Purchased
Assets on the terms and conditions set
forth herein.
I. Subject to the terms and conditions of this Agreement, Purchaser
has agreed to purchase from Sellers, and Sellers have agreed to sell to
Purchaser, the Purchased Assets on the
terms and conditions set forth herein and
to assume all of the Assumed Obligations (as defined herein),
on the terms and
conditions set forth herein. The Purchased Assets do not include any of
the
Excluded Assets (as defined herein).
NOW THEREFORE,
in consideration of the foregoing and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser and Seller hereby
agree as follows:
1. Sale of Purchased Assets.
------------------------
(a) CLOSING. Upon the
terms and subject to the conditions of this
Agreement, in consideration of and in exchange for Sellers' receipt of the
Purchase Price defined in Section 2 herein,
(i) Alleasing agrees, on the Closing
Date (as defined herein), to irrevocably sell, transfer, assign, convey, and
transfer to Purchaser and Purchaser hereby agrees to purchase from
Alleasing,
pursuant to Section 9610 of the California
Uniform Commercial Code (the "Uniform
2
<PAGE>
Commercial Code") and other applicable law, all of Debtors' and Transol
USA's
rights, title and interests in the
Purchased Assets (the
"FORECLOSURE"),
(ii)
Alleasing also agrees, on the Closing Date (as defined
herein), to
irrevocably
sell, transfer, assign, convey, and transfer to Purchaser
and Purchaser hereby
agrees to purchase from Alleasing, pursuant to applicable law, all of
Alleasing's rights, title and interests in any of the
Purchased Assets owned by
Alleasing and leased to Debtors or Transol
USA, and (iii)
Debtors' agree on the
Closing Date (as defined herein), to
irrevocably sell, transfer, assign, convey,
and transfer to Purchaser and Purchaser
hereby agrees to
purchase from Debtors,
pursuant to applicable law, any remaining
rights, title and interests of Debtors
in the Purchased Assets. The sale of the
Purchased Assets is "as is", "where is"
and (except as set forth in Sections 5 and 6) without representations or
warranties of any kind, express or implied,
including,
without limitation,
any
warranties as to merchantability,
value, useful life,
fitness for intended use,
title, possession, quiet enjoyment or
similar representations and warranties. On
the Closing Date, each of Sellers and Purchaser shall execute and deliver to
each other a Bill of Sale and Assignment, substantially in the form attached
hereto as EXHIBIT A. On the Closing
Date:
(i) each of Sellers and Purchaser shall execute and deliver
to each other an Assignment of Intellectual Property Rights [to be
drafted],
substantially in the
form attached hereto as EXHIBIT B [to
be included]; and
(ii) Sellers shall
deliver an executed
deed of release by
Alleasing in full
release of the fixed and floating charges over the
Purchased Assets (ASIC
charge numbers
1085953, 1085954 and
1085955)
and executed ASIC
Forms 312 in a form ready for lodgment with ASIC to
record the release of those fixed and floating charges.
The transactions contemplated herein shall be
consummated (the "CLOSING") on or
before August 31, 2005 (the "CLOSING DATE"). Notwithstanding anything to the
contrary, the Excluded Assets shall not be transferred to Purchaser and all
Excluded Assets shall be retained by
Seller. Notwithstanding any other provision
hereof, Purchaser assumes no liabilities
under this Agreement except the Assumed
Obligations (as defined in Section 4).
(b) RETAINED ASSETS. Except as otherwise provided in this
Agreement,
Debtors and Transol USA shall retain and
Sellers shall not transfer to Purchaser
any interest in the Excluded Assets.
For purposes of this
Agreement,
"EXCLUDED
ASSETS" shall mean all assets of Debtors
and Transol USA other than those assets
specifically included and described in the definition of Purchased Assets.
Without limiting the generality of the previous sentence and solely for
clarification, Excluded Assets shall include,
without limitation the
following
items: (a) all cash, cash equivalents and
uncashed checks received prior to the
Closing Date, (b) any contracts of insurance, except the rights of Debtors,
Transol USA or Sellers as an additional insured or loss payee on any
insurance
contract, (c) any intercompany agreements, contracts or commitments
between
Debtors and Transol USA and any of their
respective
affiliates,
(d) any right
that Debtors and Transol USA have with
respect to tax
refunds, claims for tax
refunds and tax attributes arising prior to the Closing Date,
(e) to the extent
prohibited by any license or other
agreement,
any software or other
licensed
products that may be installed on or
attached to the Purchased Assets delivered
to Purchaser, and (f) the personal property
identified on SCHEDULE II, hereto.
3
<PAGE>
(c) EXTINGUISHMENT OF
LIENS. All of the Purchased Assets to be sold
to Buyer pursuant to SECTION 1(a) shall be sold free and clear
of any security
interests, liens or other encumbrances.
It is the express
intent of the Parties
that the sale of the Purchased Assets
contemplated
pursuant to SECTION
1(a) be
consummated pursuant to SECTION 9610 of the
Uniform Commercial
Code and other
applicable law. Upon deposit of the full
Purchase Price with
the Escrow Agent,
Sellers will discharge their security
interests in the Purchased Assets, and any
security interests junior and/or subordinated thereto will be discharged in
full. Sellers will remain responsible for any security
interests that will not
be discharged as a result of the Foreclosure and shall cause them to be
discharged as provided herein.
(d) PURCHASE PRICE.
On the Closing Date,
in consideration
of the
sale and transfer of the Purchased Assets, Purchaser agrees to purchase from
each of the Sellers the Purchased Assets owned by such Seller for an
aggregate
amount equal to $2,000,000 (as it may be
adjusted pursuant to SCHEDULE 2(a), the
"PURCHASE PRICE"). (All amounts in this Agreement are in U.S. Dollars). An
amount equal to $200,000 has been
deposited by Buyer with U.S. Bank National
Association, a national banking association, ("ESCROW AGENT") and shall be
applied against the Purchase Price at
Closing. The Purchase
Price shall be paid
at Closing as follows:
(i) $216,801.06
shall be paid to the Debtors by wire
transfer as follows:
Account Name: Transol PTY Ltd (Receivers and Managers
Appointed)
Bank: Westpac Banking Corporation
341 George Street,
Sydney NSW
BSB: 032 000
Account No.: 567599
SWIFT code: "WPACAU2S"
(ii) $1,783,198.94,
which amount includes the $200,000
already held by Escrow
Agent, shall be deposited with U.S. Bank
National Association, a national banking association, as Escrow Agent
pursuant to wire transfer as follows:
BBK: U.S. Bank N.A. (ABA #091000022)
BNF: U.S. Bank Trust N.A. / AC #180121167365
Ref: Transol Escrow
Account
Attn: Scott Kjar,
(651) 495-3808
2. Risk of Loss.
-------------
Until the Closing,
any loss of or damage
to the Purchased
Assets
from fire, casualty or any other occurrence
shall be the sole responsibility of
Debtors and Transol USA. At the Closing,
title to the Purchased
Assets shall be
transferred to Purchaser, and Purchaser shall thereafter
bear all risks of loss
associated with the Purchased Assets.
4
<PAGE>
3. Delivery of Purchase and Sale Documents on the Closing Date.
-----------------------------------------------------------
(a) DELIVERY BY
SELLERS. Sellers
hereby agree to deliver, or
cause to be delivered, to Purchaser the
documents or instruments with respect to
the Purchased Assets set forth in Exhibit C.
Debtors shall also
terminate the
registration in Australia of the business name
"Transol Group",
registered in
Victoria Australia (registration number
B1594220R).
(b) DELIVERY BY PURCHASER. Purchaser hereby agrees to deliver
or
cause to be delivered to Sellers at the Closing (a) the Purchase Price in
accordance with Section 1(c) above,
and (b) the
instruments and
documents set
forth in Exhibit D.
4. ASSUMPTION
OF OBLIGATIONS. Effective on the Closing Date,
Purchaser, in reliance on Sellers'
representations and
warranties set forth in
Section 6 and 7, hereby assumes all of the obligations of Debtors and Transol
USA under the contracts listed on Exhibit A (the "Assumed
Contracts"),
except
for obligations arising out of actions or inactions of Sellers before the
consummation of the transactions contemplated by this Agreement
(the "Assumed
Obligations").
5. REPRESENTATIONS
AND WARRANTIES OF
ALLEASING. Alleasing
hereby
represents and warrants to Purchaser, as of the date hereof and as of the
Closing Date, as follows:
(a) (i) Alleasing
has good and
marketable
title to the
Leased
Equipment included in the Purchased Assets (as listed on Exhibit A); (ii)
Alleasing has a valid and enforceable lien upon and security interest in
Debtors' and Transol USA's right,
title and interest in
the Purchased
Assets;
(iii) one or more defaults under the Credit Documents has occurred and is
continuing; and (iv) Alleasing has the right and is entitled to enforce its
security interest by foreclosure sale, and
has taken all steps required for such
sale under the Uniform Commercial Code as the same may, from time to time, be
enacted and in effect in the State of California or in the state where the
Purchased Assets are located, if necessary, including, without limitation,
notice to any junior lien holders.
(b) Alleasing
is (i) a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation; and (ii) duly qualified, licensed to do business and in good
standing as a foreign corporation in each jurisdiction
where the failure to
be
so qualified or licensed could reasonably
be expected to have a Material Adverse
Effect on Alleasing. For purposes of this
Agreement, a "Material Adverse Effect"
shall mean a material adverse effect on the
enforceability of this
Agreement or
the sale and purchase of the Purchased
Assets.
(c) Alleasing
has the full power,
authority and legal
right to
execute and deliver this Agreement (and all
agreements executed and delivered by
it in connection herewith) and to perform
all transactions
contemplated by this
Agreement (and by all agreements executed and delivered by it in connection
herewith). The execution, delivery and performance by Alleasing of this
Agreement (and all agreements executed and delivered by it in connection
herewith) and the consummation by Alleasing of the actions
contemplated by it
hereby and thereby have been duly
authorized
by all necessary actions on the
part of Alleasing and Alleasing has duly
executed and delivered
this Agreement
(and all agreements executed and delivered by it in
connection herewith).
The
execution of this Agreement by Alleasing
constitutes a legal,
valid and binding
obligation of Alleasing, enforceable against Alleasing in accordance with
its
terms.
5
<PAGE>
(d) No consent, approval, order or authorization of, or
registration, declaration or filing with any governmental authority or other
person or entity (including without
limitation the shareholders of any person or
entity) is required in connection with the execution and delivery of this
Agreement by Alleasing, or the performance and
consummation of the transactions
contemplated hereby.
(e) As of the Closing Date, the Purchased Assets shall be free
and clear of any lien, claim or encumbrance other than (i) the possible
lien,
claim or encumbrance in favor of [**],
against certain rights to payment
under
that certain [**] Agreement by and between
Transol USA Inc. and
[**], dated as
of [**], pursuant to that certain stop
notice dated as of [**], in the amount of
[**], and (ii) any lien, claim or
encumbrance in favor of [**], against certain
rights to payment under that certain [**]
Agreement, by and
between Transol USA
Inc. and [**], dated as of [**] in an
amount not to exceed [**].
(g) The copies of the Foreclosure Agreements delivered to
Purchaser are true and correct and form an integral part of this Agreement.
Purchaser shall be entitled to rely thereon and on the representations,
warranties and covenants of the parties to
the Foreclosure Agreements.
The provisions of this
Section 5 shall
survive until February
28,
2006.
6. REPRESENTATIONS AND WARRANTIES OF DEBTORS AND RECEIVERS.
Debtors
and Receivers hereby represent and warrant to
Purchaser, as of the
date hereof
and as of the Closing Date, as follows:
(a) Receivers,
as receivers and
managers for the Debtors, have
the right and power on behalf of Debtors to
sell, transfer and assign all of the
Debtors' interests in the Purchased
Assets.
(b) Receivers have the
full power, authority
and legal right to
execute and deliver this Agreement on behalf of the Debtors
(and all agreements
executed and delivered by them in connection herewith) and to perform all
transactions contemplated by this Agreement
(and by all agreements executed and
delivered by them in connection herewith). The execution, delivery and
performance by the Debtors of this
Agreement (and all agreements executed and
delivered by them in connection herewith)
and the consummation by the Debtors of
the actions contemplated by them hereby and
thereby have been duly authorized by
all necessary actions and the Receivers
have duly executed and
delivered this
Agreement on behalf of the Debtors (and all
agreements executed and delivered by
it in connection herewith). The execution of this Agreement by the Receivers
constitutes a legal, valid and binding obligation of Debtors, enforceable
against Debtors in accordance with its
terms.
(c) No consent, approval, order or authorization of, or
registration, declaration or filing with any governmental authority or other
person or entity (including without
limitation the shareholders of any person or
entity) is required in connection with the execution and delivery of this
Agreement by Debtors, or the performance and
consummation of the
transactions
contemplated hereby.
6
<PAGE>
(d) As of the Closing Date, the Purchased Assets shall be free
and clear of any lien, claim or encumbrance other than (i) the possible
lien,
claim or encumbrance in favor of [**],
against certain rights to payment
under
that certain [**] Agreement by and between
Transol USA Inc. and
[**], dated as
of [**], pursuant to that certain stop
notice dated as of [**], in the amount of
[**], and (ii) any lien, claim or
encumbrance in favor of [**], against certain
rights to payment under that certain [**]
Agreement, by and
between Transol USA
Inc. and [**], dated as of [**] in an
amount not to exceed [**].
The provisions of this Section 6 shall survive until February 28,
2006.
7. REPRESENTATIONS
AND WARRANTIES OF
PURCHASER. Purchaser
hereby
represents and warrants to each of the
Sellers, as the date hereof and as of the
Closing Date, as follows:
(a) DUE ORGANIZATION. Purchaser (i) is duly organized
corporation, validly existing and in good standing
under the laws of the State
of Delaware, (ii) has all requisite corporate power and authority to own and
lease property and to carry on its business
as now being conducted
and (iii) is
duly qualified or authorized to conduct
business and is in good standing in such
jurisdictions in which the character or
location of any property owned or leased
by it requires such qualification or
authorization except where failure to be so
qualified or authorized in any jurisdiction
has not or would not have a Material
Adverse Effect.
(b) CORPORATE AUTHORITY. Purchaser has the full power,
authority
and legal right to execute and deliver this Agreement (and all agreements
executed and delivered by it in connection herewith) and to perform all
transactions contemplated by this Agreement
(and by all agreements executed and
delivered by it in connection herewith). Furthermore, Purchaser has duly
authorized by all necessary corporate, stockholder, member, or other acts
required on the part of Purchaser,
the execution,
delivery and
performance of
this Agreement (and all agreements executed and delivered by it in
connection
herewith), and has duly executed and delivered this Agreement (and all
agreements executed and delivered by it in
connection herewith).
This Agreement
(and each agreement executed and delivered by it in connection herewith),
assuming due authorization, execution and delivery by each other party
hereto
(and thereto), constitutes Purchaser's legal, valid and binding obligation
enforceable in accordance with its
terms.
(c) CONDITION
OF THE PURCHASED ASSETS. Purchaser and its
representatives and agents have had and have exercised, prior to the date
hereof, the right to make all inspections
and investigations
of the Purchased
Assets deemed necessary or desirable by
Purchaser. Purchaser
is purchasing the
Purchased Assets based solely on the results of its inspections and
investigations and on the representations and warranties of Sellers
expressly
set forth in this Agreement. In light of these inspections and investigations
and the representations and warranties
made to Purchaser by Sellers in Sections
6 and 7 herein, Purchaser is relinquishing
any right to any claim
based on any
representations and warranties, other than those specifically included in
Sections 6 and 7. Any claims Purchaser may
have for breach of
representation or
warranty shall be based solely on the
representations and
warranties of Sellers
set forth in Sections 6 and 7 herein. All warranties of habitability,
merchantability and fitness for any
particular purpose, title, possession, quiet
enjoyment and all other warranties arising
under the Uniform Commercial Code (or
similar foreign Laws), are hereby waived by
Purchaser.
7
<PAGE>
(d) NO CONSENT REQUIRED. No consent, approval, authorization or
order of, or registration or filing with, or notice to, any court or
governmental agency or body having jurisdiction or regulatory authority over
Purchaser (or any of its properties) is
required for (i)
Purchaser's
execution
and delivery of this Agreement (and each
agreement executed and
delivered by it
in connection herewith) or (ii) the consummation by Purchaser of the
transactions contemplated by this Agreement (and each agreement executed and
delivered by it in connection herewith) or, to the extent so required, such
consent, approval, authorization, order,
registration, filing or notice has been
obtained, made or given (as applicable) and
is still in full force and effect.
(e) NO BROKERS' OR FINDERS' FEES. No person or entity acting on
behalf of Purchaser or Sellers or any of
their affiliates or under the authority
of any of them is or will be entitled to any brokers' or finders' fee or any
other commission or similar fee,
directly or
indirectly, from
Purchaser or any
of its affiliates in connection with any of the transactions contemplated
hereby.
(f) NO KNOWLEDGE
OF BREACH OF SELLER'S REPRESENTATIONS AND
WARRANTIES. Purchaser has reviewed each
Seller's representations and warranties.
Purchaser has no current actual
knowledge of any
breach by any Seller or any of
their representations or warranties
contained in this
Agreement or the Bill of
Sale and Assignment.
(g) FINANCING. As of
the date hereof,
Purchaser has, and on the
Closing Date, Purchaser will have, sufficient funds available to deliver the
Purchase Price to Sellers and consummate
the transactions
contemplated by
this
Agreement.
(h) CONFLICT OF INTEREST. Purchaser represents and warrants
that
no current officer, director, employee or agent of any Seller
has been or will
be retained or paid a fee, or otherwise has received or will receive any
personal compensation or consideration, by or from Purchaser or any of
Purchaser's officers, directors, employees, or agents in connection with
the
obtaining, arranging or negotiation of this
Agreement or other documents entered
into or executed in connection with this
Agreement.
The provisions of this Section 7 shall survive until February 28,
2006.
8. TRANSITIONAL SERVICES AGREEMENT. At the Closing, Sellers
shall
cause Transol USA Inc. to enter into, execute and deliver a transitional
services agreement substantially to the effect set forth in EXHIBIT E (the
"TRANSITIONAL SERVICES AGREEMENT") to enable Purchaser to
assume and integrate
the Purchased Assets. Purchaser shall be responsible for all direct costs
incurred by Transol USA and the Debtors in
providing the
transitional
services
under the Transition Services
Agreement.
9. EXPENSES. Except as
provided in the next sentence, Purchaser
and Sellers shall each bear their own
expenses incurred in
connection with
the
transactions contemplated by this Agreement.
Notwithstanding the
foregoing, if
either party breaches this agreement, the breaching party shall be
responsible
for the costs and expenses, including reasonable attorneys' fees, incurred by
the other party in enforcing this Agreement
against such breaching party.
8
<PAGE>
10. ASSIGNMENT
OF CONTRACTS AND APPROVALS FOR UNINSTALLED
APPROACHES. Purchaser shall perform all of
Transol USA's obligations under each
of the contracts identified on Schedule 10A (the
"CONTRACTS") from the
Closing
Date through January 15, 2006. Purchaser shall have the continuing
obligation
after the Closing Date through January 15, 2006 to diligently use
commercially
reasonable efforts to obtain each of the
municipalities
party to the
Contracts
acknowledgment of the assignment and
acknowledgment that
such municipality will
not exercise any optional right to terminate its respective contract on or
before January 15, 2006 ("AFFIRMATION STATEMENT") and, upon obtaining each
Affirmation Statement, the Purchaser shall promptly notify the Sellers.
Purchaser shall have the continuing
obligation
after the Closing Date
through
January 15, 2006 to diligently use
commercially
reasonable efforts to
take, or
cause to be taken, all action and to do, or cause to be done, all things
necessary for it to do under applicable laws to obtain written confirmation
("DESIRED INSTALLATION CONFIRMATION") from each of the
municipalities party to
the Contracts that such municipality continues to have an interest in
having a
traffic camera system at each of the approaches listed on Schedule 10B
("UNAPPROVED APPROACH") that pertain to such
municipality or at an
alternative
approach within such municipality and, upon
obtaining each Desired
Installation
Confirmation, the Purchaser shall promptly
notify the Sellers.
11. TRANSFER TAXES.
Purchaser shall pay all sales, use, excise,
stamp, documentary, filing, recording, transfer or similar fees or taxes or
governmental charges, including any Goods
and Services Tax ("GST"), as levied by
any taxing authority or governmental
agency in
connection
