This document is a complaint filed by Swift Transportation Co. of Arizona, LLC against dHybrid, Inc. in Maricopa County Superior Court. It alleges that dHybrid breached a Fuel Technology Purchase Agreement and promissory note. Specifically, it claims that dHybrid failed to install 10 fuel systems for testing as required, the systems did not perform as represented, and dHybrid misused a $2 million advance payment. It further alleges that dHybrid failed to repay a $322,000 loan as required by the promissory note. Swift is seeking damages and declaratory relief for breach of contract and breach of the implied covenant of good faith and fair dealing.
The document discusses the benefits of exercise for mental health. Regular physical activity can help reduce anxiety and depression and improve mood and cognitive function. Exercise causes chemical changes in the brain that may help protect against mental illness and improve symptoms.
1. Korina Garcia filed a verified complaint against Mark Dillemuth in Supreme Court of New York, County of Nassau for injuries sustained in a motor vehicle accident.
2. The complaint alleges that Garcia was injured when her vehicle was struck by Dillemuth's vehicle, which Dillemuth was operating while intoxicated above the legal blood alcohol limit.
3. Garcia is seeking $25 million in damages from Dillemuth for the serious injuries suffered in the accident, medical costs incurred, lost wages, and pain and suffering.
This affidavit provides information in support of a motion for summary judgment. It describes the plaintiff's criminal conviction and sentence, his transfer to Dismas Charities halfway house, and the rules he agreed to follow. It states that the plaintiff drove himself to Dismas and had an unauthorized cell phone, violating the rules. As a result, his personal items were confiscated and he was returned to prison to complete his sentence.
Yankee Doodle Corporation is being sued by Julie Fisher for injuries sustained in a slip and fall accident on the stairs of their restaurant. The legal memorandum analyzes whether Yankee Doodle had a duty of care to customers like Fisher, and if they breached that duty. The summary concludes that Yankee Doodle did have a duty of care as Fisher was an invitee. Yankee Doodle breached this duty through violations of building code standards for handrails, failure to address spillage or install non-skid strips on steep stairs, and lack of procedures to keep the area clean. These factors created an unreasonably dangerous condition.
Brown Opposition To Plaintiff Motion To Amend ComplaintJRachelle
This document is a memorandum filed by Susan M. Brown and the Law Offices of Susan M. Brown in opposition to Howard K. Stern's motion to amend his complaint to join them as additional defendants. The memorandum argues that the motion to amend should be denied on the grounds of prejudice and futility. It asserts that Brown would be prejudiced by the late addition as a defendant since discovery is largely complete. It also argues that the attempts to apply California law are futile since South Carolina law applies, and that the complaint fails to properly plead causes of action under South Carolina law against Brown.
Law School Writing Sample - Interoffice MemorandumArash Razavi
The memorandum discusses a case involving Casey McNeill, a high school senior who was suspended for refusing to cut his long hair and submit to a drug test. McNeill grew out his hair for a school musical production of Hair and faced harassment from peers for keeping his long hair after the show. The school claimed his hair violated its dress code requiring "good grooming." McNeill also refused a random drug test required for extracurricular activities. The memorandum analyzes whether the school had authority to suspend McNeill under the First, Fourth, and Fourteenth Amendments. It concludes the suspension for his hair violated McNeill's free speech and due process rights and the drug test policy violated his privacy rights.
The brief argues that John Sham's motion to suppress physical evidence should be granted for two reasons. First, the detectives did not have probable cause to search Sham's vehicle as they did not observe any criminal activity during their 20-minute surveillance and approached Sham based on a "hunch." Second, Sham was not in physical possession of the narcotics found in Stan Macos' backpack in the trunk and mere proximity to the drugs is insufficient for a possession charge under New Jersey law. The brief cites relevant case law to support both arguments.
1. Mr. Gray, a 22-year employee of the District Attorney's Office, was fired for selling Girl Scout cookies to colleagues from the trunk of his car in the employee parking lot.
2. The memorandum discusses three statutes: one that classifies the sale or distribution of high-sugar foods like cookies as a felony; one that classifies possession of such foods as a misdemeanor; and one regarding limitations on personal liberty.
3. The memorandum concludes that Mr. Gray likely violated the first two statutes and that the government has a compelling interest in the health of its employees, so Mr. Gray would not succeed in a wrongful termination suit.
The document discusses the benefits of exercise for mental health. Regular physical activity can help reduce anxiety and depression and improve mood and cognitive function. Exercise causes chemical changes in the brain that may help protect against mental illness and improve symptoms.
1. Korina Garcia filed a verified complaint against Mark Dillemuth in Supreme Court of New York, County of Nassau for injuries sustained in a motor vehicle accident.
2. The complaint alleges that Garcia was injured when her vehicle was struck by Dillemuth's vehicle, which Dillemuth was operating while intoxicated above the legal blood alcohol limit.
3. Garcia is seeking $25 million in damages from Dillemuth for the serious injuries suffered in the accident, medical costs incurred, lost wages, and pain and suffering.
This affidavit provides information in support of a motion for summary judgment. It describes the plaintiff's criminal conviction and sentence, his transfer to Dismas Charities halfway house, and the rules he agreed to follow. It states that the plaintiff drove himself to Dismas and had an unauthorized cell phone, violating the rules. As a result, his personal items were confiscated and he was returned to prison to complete his sentence.
Yankee Doodle Corporation is being sued by Julie Fisher for injuries sustained in a slip and fall accident on the stairs of their restaurant. The legal memorandum analyzes whether Yankee Doodle had a duty of care to customers like Fisher, and if they breached that duty. The summary concludes that Yankee Doodle did have a duty of care as Fisher was an invitee. Yankee Doodle breached this duty through violations of building code standards for handrails, failure to address spillage or install non-skid strips on steep stairs, and lack of procedures to keep the area clean. These factors created an unreasonably dangerous condition.
Brown Opposition To Plaintiff Motion To Amend ComplaintJRachelle
This document is a memorandum filed by Susan M. Brown and the Law Offices of Susan M. Brown in opposition to Howard K. Stern's motion to amend his complaint to join them as additional defendants. The memorandum argues that the motion to amend should be denied on the grounds of prejudice and futility. It asserts that Brown would be prejudiced by the late addition as a defendant since discovery is largely complete. It also argues that the attempts to apply California law are futile since South Carolina law applies, and that the complaint fails to properly plead causes of action under South Carolina law against Brown.
Law School Writing Sample - Interoffice MemorandumArash Razavi
The memorandum discusses a case involving Casey McNeill, a high school senior who was suspended for refusing to cut his long hair and submit to a drug test. McNeill grew out his hair for a school musical production of Hair and faced harassment from peers for keeping his long hair after the show. The school claimed his hair violated its dress code requiring "good grooming." McNeill also refused a random drug test required for extracurricular activities. The memorandum analyzes whether the school had authority to suspend McNeill under the First, Fourth, and Fourteenth Amendments. It concludes the suspension for his hair violated McNeill's free speech and due process rights and the drug test policy violated his privacy rights.
The brief argues that John Sham's motion to suppress physical evidence should be granted for two reasons. First, the detectives did not have probable cause to search Sham's vehicle as they did not observe any criminal activity during their 20-minute surveillance and approached Sham based on a "hunch." Second, Sham was not in physical possession of the narcotics found in Stan Macos' backpack in the trunk and mere proximity to the drugs is insufficient for a possession charge under New Jersey law. The brief cites relevant case law to support both arguments.
1. Mr. Gray, a 22-year employee of the District Attorney's Office, was fired for selling Girl Scout cookies to colleagues from the trunk of his car in the employee parking lot.
2. The memorandum discusses three statutes: one that classifies the sale or distribution of high-sugar foods like cookies as a felony; one that classifies possession of such foods as a misdemeanor; and one regarding limitations on personal liberty.
3. The memorandum concludes that Mr. Gray likely violated the first two statutes and that the government has a compelling interest in the health of its employees, so Mr. Gray would not succeed in a wrongful termination suit.
Defendants motion for summary judgment, incorporated memorandum of law in sup...Cocoselul Inaripat
This document is a motion for summary judgment filed by the defendants in a lawsuit brought by the plaintiff, Traian Bujduveanu. The defendants argue that summary judgment should be granted in their favor for three reasons: 1) the plaintiff cannot maintain any cause of action because he violated the terms of his halfway house release and was returned to prison by the Bureau of Prisons, not the defendants; 2) the plaintiff cannot maintain any tort claims under Florida law for false arrest, assault, battery, malicious prosecution, or abuse of process; 3) the individual defendants - Gispert, Adams, and Thomas - did not engage in any conduct that would subject them to liability. The motion provides legal arguments supporting each of these
Answer, Counterclaims & Third Party Claims - Non-Compete & Tortious InterferencePollard PLLC
This is one of our cases in Volusia County, Florida. Our clients - all of the defendants in the case - were sued for breach of a non-compete agreement, breach of fiduciary duty and tortious interference.
We responded with counterclaims for a declaratory judgment holding the non-compete agreement(s) unenforceable, third party claims for breach of fiduciary duty and breach of contract and a demand for indemnification.
This is a good example of our level of work. We have extensive experience litigating non-compete and tortious interference cases on both sides. We prosecute and defend these types of cases.
In every case, we have a process: First, we master the facts. Many lawyer and law firms get involved in a case and immediately focus on law. In our view, that is the wrong approach. All cases are driven by facts. Any legal strategy must be tailored to the specific facts of a specific case.
We do not take anything for granted. We do not default to the same tired boilerplate pleadings. In every new case, we fashion a specific strategy for that case.
If you have a non-compete or tortious interference case, just give us a call at 9543-32-2380. That's what we're here for.
1) Girardi & Stanton has a common law retaining lien that allows them to hold Mr. Gibson's files until their outstanding legal fees of $8,250 are paid. However, this retaining lien is passive and cannot be enforced through legal proceedings.
2) While Girardi & Stanton is entitled to the retaining lien, they must turn over copies of the files to Mr. Gibson and his new counsel to avoid prejudicing Mr. Gibson's legal matter against Cerone Wholesale Sporting Goods, as time is of the essence in that case.
3) Girardi & Stanton's assertion of the retaining lien to refuse to provide any files in this case would violate the rules of professional conduct
Alice Wesley filed a complaint against Meticulous Maids, Inc. and Martha Gardner for injuries sustained in a car accident. Wesley alleges that on May 1, 2014, while driving north on Route 51, she was struck by a vehicle driven by Gardner, who was acting within the scope of her employment for Meticulous Maids. Wesley suffered a broken collar bone, lacerations, and $100,000 in medical expenses. She is suing for negligence and seeks damages in excess of $25,000 to compensate for her injuries, lost wages, property damage, and pain and suffering.
Rose & Frank Co v JR Crompton & Bros Ltd - The parties signed an agreement stating it was not a legal contract but a "gentlemen's agreement". When one party refused orders, the other sued but lost because there was no legally enforceable contract.
Foakes v Beer - A debtor agreed to pay off a debt in installments but the creditor could not sue to recover interest because allowing payment over time provided no new consideration for giving up the interest.
Hyde v Wrench - When one party offered to sell land for a price and the other counter-offered a lower price, the second response acted as a rejection and counter-offer rather than an acceptance, so no contract was
This is a court document from the United States District Court for the Southern District of Florida. It lists a case number, 11-cv-20120-PAS, and indicates that it is a document entered on the docket on July 14, 2011. The document provides no other details about the case or its contents.
[Client's Name] wants to sue [Defendant's Name] for intentional infliction of emotional distress over incidents where he publicly ridiculed her weight. However, she cannot establish two key elements of an IIED claim. She did not seek medical diagnosis or treatment for her symptoms like headaches and anxiety, so she cannot prove the conduct caused severe distress or that her distress was worse than a reasonable person would experience. While [Defendant's Name's] behavior targeting her weight was intentional and outrageous, especially drawing a naked caricature, without medical evidence of impacts she cannot meet the legal standard for an IIED claim.
This document is Darrell Davis's trial brief in support of his motion for summary judgment in the case of Paul Peterson v. Darrell Davis and ABC Insurance Co. Davis argues that he is immune from liability under Wisconsin's recreational immunity statute. The statute provides that a property owner has no duty to keep land safe or warn of dangers for people engaging in recreational activities. Davis contends that Peterson was engaged in a recreational activity - riding a moped on Davis's property - and therefore Davis had no duty towards Peterson when he was injured. Davis cites previous cases to argue that the intrinsic nature of the activity, not Peterson's subjective intent, determines if it was recreational. Davis believes summary judgment is warranted based on the undisputed facts of the case
This memorandum analyzes whether Wisconsin's recreational use statute would protect a property owner from liability for injuries suffered by a moped rider who was using the property as a shortcut. The statute grants immunity to property owners for injuries resulting from recreational use of their land. Here, the injured rider claims he was commuting, not recreating, but case law indicates the focus is on the inherent nature of the activity rather than subjective intent. If using the biking trails could be deemed recreational, even if not the rider's purpose, the statute may apply to bar the lawsuit against the property owner and his insurance company. The outcome will depend on how the court classifies the moped riding - as recreational use of the land, or merely as
The district court erred in convicting Samantha Clark under 18 U.S.C. § 1001 for statements made during plea negotiations with the U.S. Attorney's office while representing a criminal defendant. Subsection (b) of § 1001 creates an exception for statements made by a party or their counsel during a judicial proceeding. The district court relied on inapplicable case law that did not address this exception. As Clark's statements were made in her role as defense counsel during a judicial proceeding, she was exempt from prosecution under the plain language of subsection (b).
- The document discusses the process of summons under the Code of Civil Procedure, 1908 in Bangladesh. It defines a summons as a document used to inform a defendant of a legal proceeding requiring their presence.
- It explains that a summons provides important case details like the plaintiff and defendant names, court name and address, case number, and date the defendant must appear or respond. Failure to comply can result in a default judgment or penalties.
- The document outlines the specific sections of the Bangladesh Code of Civil Procedure regarding issuing summons to defendants, service of foreign summonses, ordering discovery, summoning witnesses, and penalties for non-compliance.
The document discusses the legal principle of premise liability as it relates to a case involving a woman, Mrs. Ipana, who slipped and fell at a supermarket, Shigley's. It summarizes the facts of the case, including that Mrs. Ipana fell in Aisle 3 due to an uncleaned spill and was seriously injured. It analyzes relevant rules on premise liability, including that businesses must warn of hazards they should expect customers to encounter while distracted. The memorandum concludes that whether Shigley's is liable depends on if they should have foreseen customers approaching the spill while distracted, and recommends accepting the case against Shigley's, finding them liable for Mrs. Ipana's injuries.
Memo In Support Of Motion To Amend And Add DefendantsJRachelle
This document is a brief in support of a motion for leave to amend and supplement a complaint and join additional defendants. It summarizes that the plaintiff has discovered new information through discovery that warrants adding new claims, defendants, and factual details to the original complaint. Specifically, it seeks to add Gaither Thompson, Melanie Thompson, and Gina Shelley as defendants as accomplices in removing property from the estate, and to add Susan Brown and her law firm for unlawfully distributing estate property to third parties. The brief argues the amendment is timely and will not prejudice the defendants.
The memorandum summarizes a case in which a client, Stephen Christopher, is appealing his drug conviction. Christopher contends his constitutional rights were violated when police used a drug-sniffing dog to search his bag and car without a warrant. The memorandum analyzes relevant Pennsylvania case law and concludes the police were required to obtain a warrant because searching Christopher's bag constituted a search of his person. As the search was of a person, the police needed probable cause, not just reasonable suspicion, to conduct the canine search. Since the police did not have a warrant or probable cause, the search was illegal and Christopher should win his appeal.
Memorandum of Law in Opposition to Defendants Motions to Dismiss the Third Am...Louis Contaldi
The Third Amended Complaint alleges securities fraud, common law fraud, breach of fiduciary duty, negligence, breach of contract, conversion, and unjust enrichment claims against defendants Vernon Brown, V. Brown & Company, Inc., Kevin Foster, and Foster & Firm, Inc. arising from their management of the plaintiffs' finances. Specifically, the complaint alleges that the defendants induced multi-million dollar investments from the plaintiffs based on false and misleading representations, failed to properly perform financial duties, forged promissory notes without consent, and made unauthorized transfers of funds for their own benefit, ultimately causing financial losses and harm to the plaintiffs. The defendants have moved to dismiss the complaint, but the plaintiffs argue their motions should be denied because the complaint sufficiently
Writing sample (motion for summary judgment- abbreviated) for Martinez, Aaron...Aaron A. Martinez
This motion for summary judgment argues that the plaintiff, Treassa Wren, is not a consumer under the Texas Deceptive Trade Practices Act (DTPA) and therefore does not have standing to bring DTPA claims. It asserts that Wren's employer, Aldine Independent School District, purchased the school bus and driver's seat that injured Wren to further its business of transporting students, not primarily for Wren's benefit. Therefore, Wren did not acquire or have ownership of the bus and seat, and any benefit to her was incidental. As a result, the motion argues Wren is not a consumer under the DTPA as a matter of law and the DTPA claims should be dismissed.
The memorandum discusses a negligence and wrongful death suit filed by Michael and Melissa Collins against a fraternity, university, and fraternity members involving their son Joseph Collins. Joseph Collins was a fraternity pledge who was forced to drink large amounts of alcohol during an initiation hazing. He became dangerously intoxicated with a blood alcohol level of .40% and died from alcohol poisoning after fraternity members wrote on his body but did not call for help until the next morning. Case law establishes the four elements needed for a negligence claim: duty of care, breach of duty, causation of injury, and damages. The memorandum argues the fraternity, university, and involved members breached their duty of care, and recommends proceeding to trial given
1) Girardi & Stanton have a common law retaining lien that allows them to hold Mr. Gibson's files until their outstanding legal fees are paid. However, this lien is passive and does not allow them to withhold the files indefinitely.
2) While Girardi & Stanton are entitled to the outstanding $8,250 fee, they must turn over copies of the files to Mr. Gibson and the new law firm so the case is not prejudiced. Retaining liens should only be asserted as a last resort to avoid harming the client.
3) Mr. Gibson and the new law firm are entitled to receive the files, as withholding them would delay the case against Cerone Sporting
Alice Bennett filed a complaint against her former employer Rikards-Hayley for discrimination, breach of contract, breach of implied covenant of good faith, wrongful discharge, and intentional infliction of emotional distress. Bennett, a female employee of 4 years, claims she was denied a promotion in favor of a less qualified male employee and was then terminated. She alleges the company discriminated against her based on her sex and weight. Bennett is suing for lost wages, benefits, damages for emotional distress, and punitive damages.
This memorandum analyzes whether Simon Oakland's Sixth Amendment rights were violated in his criminal trial. It summarizes that Oakland's counsel, John Mitchum, was ineffective under the Strickland test for failing to challenge the legal basis of the charges against Oakland, making questionable decisions during jury selection and witness examination, and falling asleep during trial. It also argues that Oakland did not properly assert his right to self-representation under the Faretta test because the court did not warn him of the risks of proceeding without counsel and his statements seemed to stem from frustration, not a knowing and voluntary waiver of counsel.
1) Osirius Group LLC filed a complaint against Ideanomics Inc. in the United States District Court for the Eastern District of Michigan. Osirius provided engineering services to Via Motors from July 2022 to December 2022, invoicing Via Motors monthly. Via Motors failed to pay the invoices, owing Osirius over $2 million.
2) Ideanomics acquired Via Motors in January 2023 and had previously agreed to pay any remaining debt owed by Via Motors to Osirius. However, Ideanomics failed to pay the outstanding amount owed for Osirius' services.
3) Osirius is suing Ideanomics for breach of contract and
1) Osirius Group LLC filed a complaint against Ideanomics Inc. in the United States District Court for the Eastern District of Michigan. Osirius provided engineering services to Via Motors from July 2022 to December 2022, invoicing monthly for services. Via Motors failed to pay the invoices, owing Osirius over $2 million.
2) Ideanomics acquired Via Motors in January 2023 and had previously agreed to pay any remaining debt owed to Osirius. However, Ideanomics failed to pay the outstanding amount owed for Osirius' services to Via Motors, despite demands for payment.
3) Osirius sued Ideanomics for breach
Defendants motion for summary judgment, incorporated memorandum of law in sup...Cocoselul Inaripat
This document is a motion for summary judgment filed by the defendants in a lawsuit brought by the plaintiff, Traian Bujduveanu. The defendants argue that summary judgment should be granted in their favor for three reasons: 1) the plaintiff cannot maintain any cause of action because he violated the terms of his halfway house release and was returned to prison by the Bureau of Prisons, not the defendants; 2) the plaintiff cannot maintain any tort claims under Florida law for false arrest, assault, battery, malicious prosecution, or abuse of process; 3) the individual defendants - Gispert, Adams, and Thomas - did not engage in any conduct that would subject them to liability. The motion provides legal arguments supporting each of these
Answer, Counterclaims & Third Party Claims - Non-Compete & Tortious InterferencePollard PLLC
This is one of our cases in Volusia County, Florida. Our clients - all of the defendants in the case - were sued for breach of a non-compete agreement, breach of fiduciary duty and tortious interference.
We responded with counterclaims for a declaratory judgment holding the non-compete agreement(s) unenforceable, third party claims for breach of fiduciary duty and breach of contract and a demand for indemnification.
This is a good example of our level of work. We have extensive experience litigating non-compete and tortious interference cases on both sides. We prosecute and defend these types of cases.
In every case, we have a process: First, we master the facts. Many lawyer and law firms get involved in a case and immediately focus on law. In our view, that is the wrong approach. All cases are driven by facts. Any legal strategy must be tailored to the specific facts of a specific case.
We do not take anything for granted. We do not default to the same tired boilerplate pleadings. In every new case, we fashion a specific strategy for that case.
If you have a non-compete or tortious interference case, just give us a call at 9543-32-2380. That's what we're here for.
1) Girardi & Stanton has a common law retaining lien that allows them to hold Mr. Gibson's files until their outstanding legal fees of $8,250 are paid. However, this retaining lien is passive and cannot be enforced through legal proceedings.
2) While Girardi & Stanton is entitled to the retaining lien, they must turn over copies of the files to Mr. Gibson and his new counsel to avoid prejudicing Mr. Gibson's legal matter against Cerone Wholesale Sporting Goods, as time is of the essence in that case.
3) Girardi & Stanton's assertion of the retaining lien to refuse to provide any files in this case would violate the rules of professional conduct
Alice Wesley filed a complaint against Meticulous Maids, Inc. and Martha Gardner for injuries sustained in a car accident. Wesley alleges that on May 1, 2014, while driving north on Route 51, she was struck by a vehicle driven by Gardner, who was acting within the scope of her employment for Meticulous Maids. Wesley suffered a broken collar bone, lacerations, and $100,000 in medical expenses. She is suing for negligence and seeks damages in excess of $25,000 to compensate for her injuries, lost wages, property damage, and pain and suffering.
Rose & Frank Co v JR Crompton & Bros Ltd - The parties signed an agreement stating it was not a legal contract but a "gentlemen's agreement". When one party refused orders, the other sued but lost because there was no legally enforceable contract.
Foakes v Beer - A debtor agreed to pay off a debt in installments but the creditor could not sue to recover interest because allowing payment over time provided no new consideration for giving up the interest.
Hyde v Wrench - When one party offered to sell land for a price and the other counter-offered a lower price, the second response acted as a rejection and counter-offer rather than an acceptance, so no contract was
This is a court document from the United States District Court for the Southern District of Florida. It lists a case number, 11-cv-20120-PAS, and indicates that it is a document entered on the docket on July 14, 2011. The document provides no other details about the case or its contents.
[Client's Name] wants to sue [Defendant's Name] for intentional infliction of emotional distress over incidents where he publicly ridiculed her weight. However, she cannot establish two key elements of an IIED claim. She did not seek medical diagnosis or treatment for her symptoms like headaches and anxiety, so she cannot prove the conduct caused severe distress or that her distress was worse than a reasonable person would experience. While [Defendant's Name's] behavior targeting her weight was intentional and outrageous, especially drawing a naked caricature, without medical evidence of impacts she cannot meet the legal standard for an IIED claim.
This document is Darrell Davis's trial brief in support of his motion for summary judgment in the case of Paul Peterson v. Darrell Davis and ABC Insurance Co. Davis argues that he is immune from liability under Wisconsin's recreational immunity statute. The statute provides that a property owner has no duty to keep land safe or warn of dangers for people engaging in recreational activities. Davis contends that Peterson was engaged in a recreational activity - riding a moped on Davis's property - and therefore Davis had no duty towards Peterson when he was injured. Davis cites previous cases to argue that the intrinsic nature of the activity, not Peterson's subjective intent, determines if it was recreational. Davis believes summary judgment is warranted based on the undisputed facts of the case
This memorandum analyzes whether Wisconsin's recreational use statute would protect a property owner from liability for injuries suffered by a moped rider who was using the property as a shortcut. The statute grants immunity to property owners for injuries resulting from recreational use of their land. Here, the injured rider claims he was commuting, not recreating, but case law indicates the focus is on the inherent nature of the activity rather than subjective intent. If using the biking trails could be deemed recreational, even if not the rider's purpose, the statute may apply to bar the lawsuit against the property owner and his insurance company. The outcome will depend on how the court classifies the moped riding - as recreational use of the land, or merely as
The district court erred in convicting Samantha Clark under 18 U.S.C. § 1001 for statements made during plea negotiations with the U.S. Attorney's office while representing a criminal defendant. Subsection (b) of § 1001 creates an exception for statements made by a party or their counsel during a judicial proceeding. The district court relied on inapplicable case law that did not address this exception. As Clark's statements were made in her role as defense counsel during a judicial proceeding, she was exempt from prosecution under the plain language of subsection (b).
- The document discusses the process of summons under the Code of Civil Procedure, 1908 in Bangladesh. It defines a summons as a document used to inform a defendant of a legal proceeding requiring their presence.
- It explains that a summons provides important case details like the plaintiff and defendant names, court name and address, case number, and date the defendant must appear or respond. Failure to comply can result in a default judgment or penalties.
- The document outlines the specific sections of the Bangladesh Code of Civil Procedure regarding issuing summons to defendants, service of foreign summonses, ordering discovery, summoning witnesses, and penalties for non-compliance.
The document discusses the legal principle of premise liability as it relates to a case involving a woman, Mrs. Ipana, who slipped and fell at a supermarket, Shigley's. It summarizes the facts of the case, including that Mrs. Ipana fell in Aisle 3 due to an uncleaned spill and was seriously injured. It analyzes relevant rules on premise liability, including that businesses must warn of hazards they should expect customers to encounter while distracted. The memorandum concludes that whether Shigley's is liable depends on if they should have foreseen customers approaching the spill while distracted, and recommends accepting the case against Shigley's, finding them liable for Mrs. Ipana's injuries.
Memo In Support Of Motion To Amend And Add DefendantsJRachelle
This document is a brief in support of a motion for leave to amend and supplement a complaint and join additional defendants. It summarizes that the plaintiff has discovered new information through discovery that warrants adding new claims, defendants, and factual details to the original complaint. Specifically, it seeks to add Gaither Thompson, Melanie Thompson, and Gina Shelley as defendants as accomplices in removing property from the estate, and to add Susan Brown and her law firm for unlawfully distributing estate property to third parties. The brief argues the amendment is timely and will not prejudice the defendants.
The memorandum summarizes a case in which a client, Stephen Christopher, is appealing his drug conviction. Christopher contends his constitutional rights were violated when police used a drug-sniffing dog to search his bag and car without a warrant. The memorandum analyzes relevant Pennsylvania case law and concludes the police were required to obtain a warrant because searching Christopher's bag constituted a search of his person. As the search was of a person, the police needed probable cause, not just reasonable suspicion, to conduct the canine search. Since the police did not have a warrant or probable cause, the search was illegal and Christopher should win his appeal.
Memorandum of Law in Opposition to Defendants Motions to Dismiss the Third Am...Louis Contaldi
The Third Amended Complaint alleges securities fraud, common law fraud, breach of fiduciary duty, negligence, breach of contract, conversion, and unjust enrichment claims against defendants Vernon Brown, V. Brown & Company, Inc., Kevin Foster, and Foster & Firm, Inc. arising from their management of the plaintiffs' finances. Specifically, the complaint alleges that the defendants induced multi-million dollar investments from the plaintiffs based on false and misleading representations, failed to properly perform financial duties, forged promissory notes without consent, and made unauthorized transfers of funds for their own benefit, ultimately causing financial losses and harm to the plaintiffs. The defendants have moved to dismiss the complaint, but the plaintiffs argue their motions should be denied because the complaint sufficiently
Writing sample (motion for summary judgment- abbreviated) for Martinez, Aaron...Aaron A. Martinez
This motion for summary judgment argues that the plaintiff, Treassa Wren, is not a consumer under the Texas Deceptive Trade Practices Act (DTPA) and therefore does not have standing to bring DTPA claims. It asserts that Wren's employer, Aldine Independent School District, purchased the school bus and driver's seat that injured Wren to further its business of transporting students, not primarily for Wren's benefit. Therefore, Wren did not acquire or have ownership of the bus and seat, and any benefit to her was incidental. As a result, the motion argues Wren is not a consumer under the DTPA as a matter of law and the DTPA claims should be dismissed.
The memorandum discusses a negligence and wrongful death suit filed by Michael and Melissa Collins against a fraternity, university, and fraternity members involving their son Joseph Collins. Joseph Collins was a fraternity pledge who was forced to drink large amounts of alcohol during an initiation hazing. He became dangerously intoxicated with a blood alcohol level of .40% and died from alcohol poisoning after fraternity members wrote on his body but did not call for help until the next morning. Case law establishes the four elements needed for a negligence claim: duty of care, breach of duty, causation of injury, and damages. The memorandum argues the fraternity, university, and involved members breached their duty of care, and recommends proceeding to trial given
1) Girardi & Stanton have a common law retaining lien that allows them to hold Mr. Gibson's files until their outstanding legal fees are paid. However, this lien is passive and does not allow them to withhold the files indefinitely.
2) While Girardi & Stanton are entitled to the outstanding $8,250 fee, they must turn over copies of the files to Mr. Gibson and the new law firm so the case is not prejudiced. Retaining liens should only be asserted as a last resort to avoid harming the client.
3) Mr. Gibson and the new law firm are entitled to receive the files, as withholding them would delay the case against Cerone Sporting
Alice Bennett filed a complaint against her former employer Rikards-Hayley for discrimination, breach of contract, breach of implied covenant of good faith, wrongful discharge, and intentional infliction of emotional distress. Bennett, a female employee of 4 years, claims she was denied a promotion in favor of a less qualified male employee and was then terminated. She alleges the company discriminated against her based on her sex and weight. Bennett is suing for lost wages, benefits, damages for emotional distress, and punitive damages.
This memorandum analyzes whether Simon Oakland's Sixth Amendment rights were violated in his criminal trial. It summarizes that Oakland's counsel, John Mitchum, was ineffective under the Strickland test for failing to challenge the legal basis of the charges against Oakland, making questionable decisions during jury selection and witness examination, and falling asleep during trial. It also argues that Oakland did not properly assert his right to self-representation under the Faretta test because the court did not warn him of the risks of proceeding without counsel and his statements seemed to stem from frustration, not a knowing and voluntary waiver of counsel.
1) Osirius Group LLC filed a complaint against Ideanomics Inc. in the United States District Court for the Eastern District of Michigan. Osirius provided engineering services to Via Motors from July 2022 to December 2022, invoicing Via Motors monthly. Via Motors failed to pay the invoices, owing Osirius over $2 million.
2) Ideanomics acquired Via Motors in January 2023 and had previously agreed to pay any remaining debt owed by Via Motors to Osirius. However, Ideanomics failed to pay the outstanding amount owed for Osirius' services.
3) Osirius is suing Ideanomics for breach of contract and
1) Osirius Group LLC filed a complaint against Ideanomics Inc. in the United States District Court for the Eastern District of Michigan. Osirius provided engineering services to Via Motors from July 2022 to December 2022, invoicing monthly for services. Via Motors failed to pay the invoices, owing Osirius over $2 million.
2) Ideanomics acquired Via Motors in January 2023 and had previously agreed to pay any remaining debt owed to Osirius. However, Ideanomics failed to pay the outstanding amount owed for Osirius' services to Via Motors, despite demands for payment.
3) Osirius sued Ideanomics for breach
A copy of the lawsuit filed by the city of Pikeville against cable provider Suddenlink, alleging the company is in default on penalties owed due to violations of its franchise agreement with the city.
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UOP – 421 LAW Answers1) Which of the following does not result.docxdickonsondorris
UOP – 421 LAW Answers
1) Which of the following does not result in a decision rendered by the hearing officer?
A. Arbitration
B. Mediation
C. Med-arb
D. Using expert evaluators
2) Jurisprudence is defined as
A. adjudication of law suits
B. the enactment of laws by a government body
C. the science and philosophy of law
D. the duties and obligations owed by a citizen
3) The state of Kansas has enacted a new law requiring all commercial trucks driving on Kansas roads to have special mud flaps installed. These mud flaps have been proven to make driving in the rain significantly safer due to reduced mist created by trucks driving in the rain, although data regarding accidents and injuries has not yet been determined. Any truck entering Kansas must have these flaps installed or will be subject to a significant fine and delay. The cost for purchase and installation of these flaps is $1,000 per truck. In short, trucks must have these flaps or go around the state. This Kansas law
A. is valid because it only applies to Kansas roads and such a law is entirely intrastate
B. is valid because Kansas's right to protect its citizens under its police powers will override any outside challenges to this law
C. is invalid because this law is intended to regulate interstate commerce, an enumerated federal power
D. is invalid because although on its face it's an intrastate law, this statute will have a significant economic effect on interstate commerce causing an undue burden
4) The power of preemption is derived from
A. the power of judicial review
B. the Commerce Clause
C. the Necessary and Proper Clause
D. the Supremacy Clause
5) What is the main problem with international courts?
A. Finding judges who understand the complexities of international law
B. Creating a body of law that reflects multiple legal systems
C. Enforcing a ruling on sovereign nations is difficult
D. Lack of recognition from the U.N. and WTO
6) Under the U.S. legal system, subject to some exceptions, costs of litigation regarding both the plaintiff and defendant
A. are all paid by the loser
B. are all paid by the winner
C. are paid for by each side with the plaintiff and defendant paying for their own legal costs
D. are totaled by the court and then for fairness, split in half with each side paying an equal amount
7) Generally, torts law is governed by
A. state statutory law
B. state common law
C. federal statutory law
D. constitutional law
8) Assumption of risk is a defense to
A. conversion
B. negligence
C. defamation
D. battery
9) The three stripes on Adidas clothing represents a
A. trademark
B. trade dress
C. trade secret
D. patent
10) The color or shape of an item, if distinctive, is a
A. trademark
B. trade dress
C. copyright
D. patent
11) Cybersquatting describes the practice of
A. registering multiple domain names and then selling them back to companies at inflated prices
B. hacking into a company's website to install a virus or Trojan horse ...
This document provides 30 multiple choice questions and answers related to a law 421 final exam. It covers topics like mediation, arbitration, jurisprudence, commerce clause, tort law, contracts, UCC, moral philosophy, fraud, and Sarbanes-Oxley Act. It is intended to help students study for and prepare to take their law 421 final exam.
This document appears to be a practice exam for a law school final exam in LAW 421. It contains 30 multiple choice questions testing various concepts in business law, contracts, torts, and criminal law. Specifically, it covers topics like jurisdiction, jurisprudence, the Commerce Clause, preemption, international law, litigation costs, torts, intellectual property, contracts, the Uniform Commercial Code, and white collar crimes like fraud, embezzlement, and Ponzi schemes.
The document provides 30 multiple choice questions that appear to be from a law exam related to various legal topics including contracts, torts, intellectual property, business organizations, and ethics. It tests understanding of concepts like mediation, jurisdiction, preemption, assumption of risk, trademarks, copyrights, contracts, the Uniform Commercial Code, and the Sarbanes-Oxley Act.
The document provides 30 multiple choice questions that appear to be from a law exam related to various legal topics including contracts, torts, intellectual property, business organizations, and ethics. It tests understanding of concepts like mediation, jurisdiction, preemption, assumption of risk, trademarks, patents, contracts formation and discharge, UCC sales, warranties, Ponzi schemes, and the Sarbanes-Oxley Act.
The document provides 30 multiple choice questions that appear to be from a law exam related to various legal topics including contracts, torts, intellectual property, business organizations, and ethics. It tests understanding of concepts like arbitration, jurisdiction, preemption, trademarks, copyrights, contracts formation and defenses, the Uniform Commercial Code, business crimes, and the Sarbanes-Oxley Act.
This document provides 30 multiple choice questions that appear to be from a law school final exam on various topics in business law. The questions cover subjects like alternative dispute resolution, jurisprudence, preemption, international law, torts, contracts, the Uniform Commercial Code, and business regulation laws. For each question there are 4 possible answer choices listed from A to D.
This document contains a 30 question multiple choice exam on various legal topics including contracts, torts, intellectual property, business organizations, and criminal law. The questions test understanding of concepts like preemption, assumption of risk, trademarks, cyber squatting, the Digital Millennium Copyright Act, contract formation and defenses, the Uniform Commercial Code, moral philosophy approaches like utilitarianism, white collar crimes like embezzlement, Ponzi schemes, and the penalties imposed by the Sarbanes-Oxley Act.
This document provides the questions and answers to a Law 421 final exam. It contains 30 multiple choice questions testing various topics of law covered in the course, including contracts, torts, criminal law, business organizations, and intellectual property. The questions assess understanding of key concepts like types of contracts, defenses to negligence, white collar crimes like embezzlement and Ponzi schemes, and regulations like the Sarbanes-Oxley Act. An additional link is provided for students to access the full solved exam.
Law 421 final exam mcq`s correct answers 100%liamSali
This document appears to contain 30 multiple choice questions related to business law. It provides the questions and 4 possible answer choices for each question. The questions cover a range of topics including contracts, torts, intellectual property, criminal law, and corporate governance. No answers are provided. The introduction mentions that the questions are randomly selected from a larger bank of questions and that feedback is requested.
Law 421 final exam mcq`s correct answers 100%Austing_3
This document appears to contain 30 multiple choice questions related to business law. It provides the questions and 4 possible answer choices for each question. The questions cover a range of topics including contracts, torts, intellectual property, criminal law, and corporate governance. No answers are provided. The document encourages leaving positive feedback if it is helpful for an exam and wishes the reader good luck.
This SEC complaint alleges that Stephen Burns, former CEO of electric vehicle company Lordstown Motors, made negligent and materially inaccurate statements about pre-orders for Lordstown's pickup truck. Specifically, Lordstown claimed to have over 27,000 pre-orders from commercial fleets based on non-binding letters of intent, but the company had no effective processes for vetting customers or tracking pre-orders. The SEC alleges Burns' statements about pre-orders created an unrealistic depiction of demand in violation of securities laws.
The document is a letter from Nathan Anderson to the Board of Directors, Executives and Auditors of Tingo Group Inc. listing 38 questions regarding Tingo Group's business operations and financials. The questions raise serious doubts about the legitimacy of Tingo's reported revenues, customer and supplier relationships, licenses and permits. Key issues highlighted include a lack of evidence for Tingo's claimed cash balances, inventory, export volumes and mobile network operations.
This 6-page legal document outlines the charges in a criminal case. It describes the defendant and their alleged crimes, which include wire fraud and aggravated identity theft. Further details are provided about the scheme, the victims impacted, and evidence collected. If convicted on all counts, the defendant faces a maximum penalty of 32 years in prison and $1 million in fines.
1) Acuitas Capital invested $20 million in Ideanomics in exchange for preferred stock and warrants that were convertible into Ideanomics common stock. However, Ideanomics has now refused to honor Acuitas Capital's requests to convert these securities, in breach of their agreement.
2) Ideanomics claims the investment agreement is "null and void" due to unrelated allegations against the CEO of Acuitas Capital, but these allegations do not excuse Ideanomics' contractual obligations.
3) Prompt relief is needed because Ideanomics has admitted it may not be able to continue as a going concern. Unless ordered to honor the conversion requests, the value of Acuitas Capital's remaining
This document outlines the terms and conditions of a private offering of $750 million in senior secured notes issued by Adani Green Energy Limited. The notes will pay 4.375% annual interest and mature in 2024. The notes are being offered only to qualified institutional buyers in the US and offshore purchasers in reliance on exemptions from securities registration laws. The notes will be listed on the Singapore Exchange and India INX and secured by certain assets of the issuer described in security documents. The proceeds are subject to restrictions on use and transfer.
This document is an annual return form for a private company limited by shares called Milestone Tradelinks Private Limited. It provides details about the company's registration, activities, shareholding, directors and key managerial personnel, meetings, and attendance of directors. Some key details include the company's registered office in Ahmedabad, its main business activity of wholesale trading, total paid up capital of Rs. 407,000, and that directors Rajesh Rameshchandra Vora and Manish Amrutlal Shah each hold 0 shares as of the financial year end.
The auditor's report provides an unmodified opinion on the financial statements of Pmc Projects (India) Private Limited for the period 01/04/2013 to 31/03/2014. The auditor found that the company has maintained proper records of fixed assets, inventories and loans. Internal control procedures for purchase, sale and fixed assets were adequate. The company has not accepted any deposits from the public. Statutory dues have generally been regularly paid, with no material disputed amounts. No frauds were reported during the period.
Chang Chien-Ting holds significant beneficial ownership in PMC Projects (India) Pvt. Ltd. through PMC Infra Limited, a company registered in Mauritius. Chang holds 100% of PMC Infra Limited and exercises his significant beneficial interest in PMC Projects (India) Pvt. Ltd. by virtue of shares held in PMC Infra Limited. He declares this significant beneficial ownership in PMC Projects (India) Pvt. Ltd. as required by Section 90(1) of the Companies Act of India. The declaration provides details of Chang such as his address, date of birth, occupation, and nationality. It specifies the nature of his indirect holding in PMC Projects (India) Pvt.
Adani Developers (later renamed Sunbourne) 2013 Annual Report.pdfHindenburg Research
The document is an auditor's report for Adani Developers Private Limited for the period of April 1, 2011 to March 31, 2012. The auditor gave an unqualified opinion and did not note any qualifications, reservations or adverse remarks. Specifically, the auditor stated that the company maintained proper records of fixed assets, conducted physical verification of inventories, and complied with statutory dues payments. The auditor also confirmed the company had an adequate internal control and internal audit system.
This document contains a list of orders from the Securities Appellate Tribunal (SAT) and adjudication orders from the Securities and Exchange Board of India (SEBI) related to various Adani group companies, primarily Adani Exports Limited. The orders range from 2008 to 2019 and include matters related to stock market manipulation and insider trading involving several individuals and brokerage firms.
Vinod Adani - The Man Behind The Adani Group’s Offshore Deals (Morning Contex...Hindenburg Research
Vinod Adani is the elder brother of Gautam Adani, Asia's second richest man. Vinod oversees many of the Adani group's offshore deals and structures through companies based in tax havens like Mauritius and Cyprus. He has been involved in major deals like the Ambuja Cements acquisition and Total's investment in Adani Green Energy. However, the Adani group has previously denied Vinod's involvement. Vinod uses complex offshore structures that allow deals to be carried out without following all Indian laws, potentially reducing taxes. There are also ongoing legal issues regarding accusations of money laundering through Vinod's offshore companies that supplied equipment to Adani Power projects in India.
Krunal Trade & Investment Pvt Ltd is a private limited company incorporated in Mauritius on October 4, 2005 as a global business company. The company's registered office is located at Trustlink House in Floreal, Mauritius. The current directors are Adani Vinod Shantilal, Caillou Louis Ricardo, Mittra Subir, and Ramsagur Shailend. Trustlink International Limited serves as the company secretary.
Gardenia Trade and Investment Ltd is a private limited company incorporated on February 2nd, 2021. It operates as a global business company with its registered office in Mauritius. The company has three directors: Agowun Nihad Mohammad Akram, Mittra Subir, and Toorabally Shakill Ahmad. Amicorp (Mauritius) Limited serves as the company's management and secretarial services provider.
Birch Trade and Investment Ltd is a private limited company incorporated in Mauritius on October 19, 2021 as a global business company. The company has three directors: Agowun Nihad Mohammad Akram, Mittra Subir, and Toorabally Shakill Ahmad. Amicorp (Mauritius) Limited serves as the company's management company and secretary.
Athena Trade and Investments Pvt Ltd is a private limited company incorporated in Mauritius on July 18, 2017 for global business. The company has three directors: Mittra Subir from Dubai, Seewooruttun Indranathsingh from Mauritius, and Toorabally Shakill Ahmad from Mauritius. Amicorp (Mauritius) Limited serves as the company's management and secretarial services provider.
Flourishing Trade and Investment Ltd is a private limited global business company incorporated on August 18, 2017 in Mauritius. The company has three directors - Mittra Subir, Seewooruttun Indranathsingh, and Toorabally Shakill Ahmad. Amicorp (Mauritius) Limited serves as the company's management and secretary.
Delphinium Trade and Investment Ltd is a private limited company incorporated on February 2nd, 2021 in Mauritius for global business purposes. The company has three directors: Mittra Subir, Seewooruttun Indranathsingh, and Toorabally Shakill Ahmad. Amicorp (Mauritius) Limited serves as the company's management company and secretary.
Dome Trade and Investment Ltd is a private limited company incorporated in Mauritius on August 18, 2017 as a global business company. It has 4 directors: Adani Vinod Shantilal, Agowun Nihad Mohammad Akram, Mittra Subir, and Toorabally Shakill Ahmad. Amicorp (Mauritius) Limited serves as the company's management company and secretary, located at Level 6, Tower 1, NeXteracom Building in Ebene, Mauritius.
Endeavour Trade and Investment Ltd was incorporated on April 29, 2021 as a private limited company in Mauritius for global business. The company has 3 directors - Mittra Subir, Seewooruttun Indranathsingh, and Toorabally Shakill Ahmad. Amicorp (Mauritius) Limited serves as the management company and secretary since the company's incorporation.
Efficacy Trade and Investment Ltd is a private limited company incorporated in Mauritius on January 19th, 2018 and is classified as defunct. The company operates in the global business category and has its registered office at 6th Floor, Tower 1 NeXTeracom Building in Ebene, Mauritius. It has three directors - Adani Vinod Shantilal, Mangar Rajiv, and Ramsurrun Ashwanee - and its management company and secretary is Amicorp (Mauritius) Limited.
How to Implement a Strategy: Transform Your Strategy with BSC Designer's Comp...Aleksey Savkin
The Strategy Implementation System offers a structured approach to translating stakeholder needs into actionable strategies using high-level and low-level scorecards. It involves stakeholder analysis, strategy decomposition, adoption of strategic frameworks like Balanced Scorecard or OKR, and alignment of goals, initiatives, and KPIs.
Key Components:
- Stakeholder Analysis
- Strategy Decomposition
- Adoption of Business Frameworks
- Goal Setting
- Initiatives and Action Plans
- KPIs and Performance Metrics
- Learning and Adaptation
- Alignment and Cascading of Scorecards
Benefits:
- Systematic strategy formulation and execution.
- Framework flexibility and automation.
- Enhanced alignment and strategic focus across the organization.
How MJ Global Leads the Packaging Industry.pdfMJ Global
MJ Global's success in staying ahead of the curve in the packaging industry is a testament to its dedication to innovation, sustainability, and customer-centricity. By embracing technological advancements, leading in eco-friendly solutions, collaborating with industry leaders, and adapting to evolving consumer preferences, MJ Global continues to set new standards in the packaging sector.
Zodiac Signs and Food Preferences_ What Your Sign Says About Your Tastemy Pandit
Know what your zodiac sign says about your taste in food! Explore how the 12 zodiac signs influence your culinary preferences with insights from MyPandit. Dive into astrology and flavors!
Industrial Tech SW: Category Renewal and CreationChristian Dahlen
Every industrial revolution has created a new set of categories and a new set of players.
Multiple new technologies have emerged, but Samsara and C3.ai are only two companies which have gone public so far.
Manufacturing startups constitute the largest pipeline share of unicorns and IPO candidates in the SF Bay Area, and software startups dominate in Germany.
The Genesis of BriansClub.cm Famous Dark WEb PlatformSabaaSudozai
BriansClub.cm, a famous platform on the dark web, has become one of the most infamous carding marketplaces, specializing in the sale of stolen credit card data.
Structural Design Process: Step-by-Step Guide for BuildingsChandresh Chudasama
The structural design process is explained: Follow our step-by-step guide to understand building design intricacies and ensure structural integrity. Learn how to build wonderful buildings with the help of our detailed information. Learn how to create structures with durability and reliability and also gain insights on ways of managing structures.
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Best practices for project execution and deliveryCLIVE MINCHIN
A select set of project management best practices to keep your project on-track, on-cost and aligned to scope. Many firms have don't have the necessary skills, diligence, methods and oversight of their projects; this leads to slippage, higher costs and longer timeframes. Often firms have a history of projects that simply failed to move the needle. These best practices will help your firm avoid these pitfalls but they require fortitude to apply.
The 10 Most Influential Leaders Guiding Corporate Evolution, 2024.pdfthesiliconleaders
In the recent edition, The 10 Most Influential Leaders Guiding Corporate Evolution, 2024, The Silicon Leaders magazine gladly features Dejan Štancer, President of the Global Chamber of Business Leaders (GCBL), along with other leaders.
IMPACT Silver is a pure silver zinc producer with over $260 million in revenue since 2008 and a large 100% owned 210km Mexico land package - 2024 catalysts includes new 14% grade zinc Plomosas mine and 20,000m of fully funded exploration drilling.
Anny Serafina Love - Letter of Recommendation by Kellen Harkins, MS.AnnySerafinaLove
This letter, written by Kellen Harkins, Course Director at Full Sail University, commends Anny Love's exemplary performance in the Video Sharing Platforms class. It highlights her dedication, willingness to challenge herself, and exceptional skills in production, editing, and marketing across various video platforms like YouTube, TikTok, and Instagram.
How are Lilac French Bulldogs Beauty Charming the World and Capturing Hearts....Lacey Max
“After being the most listed dog breed in the United States for 31
years in a row, the Labrador Retriever has dropped to second place
in the American Kennel Club's annual survey of the country's most
popular canines. The French Bulldog is the new top dog in the
United States as of 2022. The stylish puppy has ascended the
rankings in rapid time despite having health concerns and limited
color choices.”
At Techbox Square, in Singapore, we're not just creative web designers and developers, we're the driving force behind your brand identity. Contact us today.
Understanding User Needs and Satisfying ThemAggregage
https://www.productmanagementtoday.com/frs/26903918/understanding-user-needs-and-satisfying-them
We know we want to create products which our customers find to be valuable. Whether we label it as customer-centric or product-led depends on how long we've been doing product management. There are three challenges we face when doing this. The obvious challenge is figuring out what our users need; the non-obvious challenges are in creating a shared understanding of those needs and in sensing if what we're doing is meeting those needs.
In this webinar, we won't focus on the research methods for discovering user-needs. We will focus on synthesis of the needs we discover, communication and alignment tools, and how we operationalize addressing those needs.
Industry expert Scott Sehlhorst will:
• Introduce a taxonomy for user goals with real world examples
• Present the Onion Diagram, a tool for contextualizing task-level goals
• Illustrate how customer journey maps capture activity-level and task-level goals
• Demonstrate the best approach to selection and prioritization of user-goals to address
• Highlight the crucial benchmarks, observable changes, in ensuring fulfillment of customer needs
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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
Patricia Lee Refo (#017032)
Anthony Tom King (#027459)
SNELL & WILMER L.L.P.
One Arizona Center
400 E. Van Buren, Suite 1900
Phoenix, Arizona 85004-2202
Telephone: 602.382.6000
Facsimile: 602.382.6070
E-Mail: prefo@swlaw.com
aking@swlaw.com
Attorneys for Swift Transportation Co. of Arizona,
LLC, Swift Transportation Company, and Jerry
and Vickie Moyes
IN THE SUPERIOR COURT OF THE STATE OF ARIZONA
IN AND FOR THE COUNTY OF MARICOPA
SWIFT TRANSPORTATION CO. OF
ARIZONA, LLC,
Plaintiff,
v.
DHYBRID, INC.,
Defendant.
No. CV2012-009630
FIRST AMENDED COMPLAINT
DHYBRID, INC., a Nevada corporation,
Counterclaimant,
v.
SWIFT TRANSPORTATION COMPANY,
a Delaware corporation; SWIFT
TRANSPORTATION CO. OF ARIZONA,
LLC, a Delaware limited liability company;
and JERRY MOYES, individually and as
husband with VICKIE MOYES; JOHN
DOES 1-50; ABC CORPORATIONS 1-5;
DEF PARTNERSHIPS 1-5; GHI LIMITED
PARTNERSHIPS 1-5; and JKL LIMITED
LIABILITY COMPANIES 1-5,
Counterdefendants.
Michael K Jeanes, Clerk of Court
*** Electronically Filed ***
E. Hailes, Deputy
8/2/2013 1:28:00 PM
Filing ID 5374469
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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
Plaintiff Swift Transportation Co. of Arizona, LLC (“Swift”), for its First Amended
Complaint against dHybrid, Inc. (“dHybrid”), alleges as follows:
PARTIES, JURISDICTION, AND VENUE
1. Swift is a Delaware limited liability company with its principal place of
business in Maricopa County, Arizona.
2. dHybrid is a Nevada corporation doing business in Maricopa County,
Arizona.
3. The amount in controversy exceeds this Court’s jurisdictional minimum.
4. All acts material to this litigation occurred in Maricopa County, Arizona.
5. This Court has jurisdiction over the subject matter and the parties because,
among other things, dHybrid expressly submitted to personal and subject matter
jurisdiction of Arizona.
6. Venue in this Court is proper because, among other things, dHybrid
contracted in writing to perform an obligation in Maricopa County, Arizona.
SWIFT AND DHYBRID ENTER INTO THE FUEL AGREEMENT
7. Swift is one of the largest truckload motor shipping carriers in the United
States. Based in Phoenix, Arizona, Swift operates thousands of vehicles, many of which
are diesel-powered.
8. dHybrid represented to Swift that it owns the rights to certain patent-
pending technology which allows diesel-powered vehicles to operate more efficiently by
using a mixture of compressed natural gas (“CNG”) and diesel fuel (collectively, the
“Technology”).
9. dHybrid represented to Swift that it manufactures components based on the
Technology that can be installed as an aftermarket system in a diesel-powered vehicle (the
“dHybrid System”).
10. On or about May 21, 2010, Swift and dHybrid entered into a Fuel
Technology Purchase Agreement (the “Fuel Agreement”). A true and correct copy of the
Fuel Agreement is attached as Exhibit A.
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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
11. Pursuant to the Fuel Agreement, dHybrid was required to install ten (10)
dHybrid Systems on Swift’s vehicles for testing.
12. Upon completion of the testing of the ten vehicles and Swift not
experiencing engine issues with the operation of the dHybrid systems, dHybrid agreed to
sell, and Swift agreed to purchase and install on its diesel-powered vehicles, 800 dHybrid
Systems at a price of $20,000.00 per vehicle for an eventual total price of $16,000,000.00.
13. Swift also agreed to provide dHybrid an advance payment of $2,000,000.00
(the “$2,000,000.00 Advanced Payment”).
14. dHybrid represented and agreed that it would apply the “$2,000,000.00
Advanced Payment towards further research, installation, and development” of the
Technology, as well as payment for the first 100 dHybrid Systems delivered to Swift.
15. Swift promptly made the $2,000,000.00 Advance Payment to dHybrid after
execution of the Fuel Agreement.
DHYBRID BREACHES THE FUEL AGREEMENT
16. After the parties executed the Fuel Agreement, dHybrid failed to meet its
obligations under the Agreement.
17. Pursuant to Section 4 of the Fuel Agreement, dHybrid was to install ten
dHybrid Systems for testing on Swift’s vehicles.
18. Contrary to the express terms of the Fuel Agreement, dHybrid provided and
installed only five dHybrid Systems for testing on Swift’s vehicles.
19. After dHybrid provided and installed the five dHybrid Systems on Swift’s
vehicles, Swift operated said vehicles for ninety (90) days as a testing period.
20. During the testing period, Swift experienced engine issues with the dHybrid
Systems and discovered that the dHybrid Systems did not in fact possess the technical
efficiencies or capabilities as represented by dHybrid.
21. Further, despite representing that it would apply the Advance Payment
towards “research, installation, and development of the Technology,” upon information or
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L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
belief, dHybrid did not use all of the $2,000,000.00 Advance Payment for “research,
installation, and development of the Technology.”
22. Upon information and belief, dHybrid applied portions of the $2,000,000.00
Advance Payment for its and/or its officers’ or directors’ personal use and/or other
purposes unrelated to the Technology, the dHybrid Systems, or the Fuel Agreement.
DHYBRID RECEIVES, AND FAILS TO REPAY, A LOAN FROM SWIFT
23. On or about January 25, 2012, Swift and dHybrid entered into the Third
Amended and Restated Unsecured Promissory Note (the “Note”), which amended and
replaced prior promissory notes entered into between Swift and dHybrid. A true and
correct copy of the Third Amended and Restated Unsecured Promissory Note is attached
hereto as Exhibit B and incorporated herein.
24. Pursuant to the Note, Swift made and provided to dHybrid a loan in the
principal amount of $322,000.00. dHybrid agreed to, among other things, pay Swift the
principal amount of $322,000.00 by the earlier of (i) February 24, 2012, or (ii)
immediately upon receipt by dHybrid of any third party funding in the form of either
equity or debt.
25. On or about June 13, 2012, due to dHybrid’s defaults, Swift made a written
demand to dHybrid (the “Notice of Default”) for the full payment due under the Note. A
true and correct copy of the Notice of Default is attached hereto as Exhibit C and
incorporated herein.
26. In the Notice of Default, dHybrid was notified of its default of its
obligations under the Note for, among other things, failing to make any payments when
due.
27. To date, dHybrid has not cured any of the events of default described in the
Notice of Default and still has not made any payments under the Note.
COUNT I
BREACH OF CONTRACT (FUEL AGREEMENT)
28. Swift realleges each and every allegation as if fully set forth herein.
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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
29. Swift and dHybrid entered into a valid contract, as evidenced by the Fuel
Agreement.
30. Swift has performed its obligations under the Fuel Agreement.
31. dHybrid materially breached the Fuel Agreement by failing to perform
multiple material terms of the Agreement, as evidenced by, among other things, its failure
to provide and install ten dHybrid Systems for testing and use the $2,000,000.00 Advance
Payment for purposes other than for research, installation, and development of the
Technology.
32. As a direct and proximate result of dHybrid’s material breaches, Swift has
suffered damages and is entitled to recover such damages.
33. Swift also seeks reimbursement of its attorneys’ fees and costs from
dHybrid pursuant to Section 28 of the Fuel Agreement.
COUNT II
BREACH OF IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING
(FUEL AGREEMENT)
34. Swift realleges each and every allegation as if fully set forth herein.
35. The covenant of good faith and fair dealing is implied as a matter of law in
every contract. The covenant imposes on dHybrid a duty to act in good faith and deal
fairly with Swift at all times, and to refrain undertaking actions designed to deprive them
of the benefits of their bargain under the Fuel Agreement.
36. dHybrid breached the covenant of good faith by, among other things, failing
to provide and install ten dHybrid Systems for testing and using the $2,000.000.00
Advance Payment for purposes other than for research, installation, and development of
the Technology.
37. dHybrid’s actions have been conducted in bad faith, are without legal
justification, and have deprived Swift of the benefit of its bargain under the Fuel
Agreement. dHybrid’s conduct constitutes a material breach of the implied covenant of
good faith and fair dealing.
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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
38. As a direct and proximate result of dHybrid’s material breaches, Swift has
suffered damages and is entitled to recover such damages.
COUNT III
DECLARATORY RELIEF
39. Swift realleges each and every allegation as if fully set forth herein.
40. Swift has performed its obligations under the Fuel Agreement.
41. Swift asserts that dHybrid has breached multiple material terms of the Fuel
Agreement.
42. Despite dHybrid’s failure to uphold its obligations under the Fuel
Agreement, dHybrid has asserted that it is not in breach of the Fuel Agreement.
43. An actual case or controversy exists between Swift and dHybrid as to
whether dHybrid breached any material term of the Fuel Agreement, and therefore the
Fuel Agreement is terminated.
44. Accordingly, Swift seeks a judicial declaration that dHybrid breached a
material term of the Fuel Agreement and that the Fuel Agreement is terminated through
no fault of Swift, thereby relieving Swift of any obligations it may have had under the
Fuel Agreement.
45. Swift also seeks reimbursement of its attorneys’ fees and costs from
dHybrid pursuant to Section 28 of the Fuel Agreement.
COUNT IV
BREACH OF CONTRACT (PROMISSORY NOTE)
46. Swift realleges each and every allegation as if fully set forth herein.
47. Swift and dHybrid entered into a valid and binding contract, as evidenced
by the Note.
48. Swift has performed its obligations under the Note.
49. By contrast, dHybrid has materially breached the terms and conditions of
the Note by, among other things, failing to make any payments when due.
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Snell&Wilmer___________
L.L.P.
___________
LAWOFFICES
OneArizonaCenter,400E.VanBuren,Suite1900
Phoenix,Arizona85004-2202
602.382.6000
50. As a result of dHybrid’s breaches, Swift has suffered damages and is
entitled to recover such damages.
WHEREFORE, Swift prays for judgment against dHybrid as follows:
A. For judgment against dHybrid, and in favor of Swift, in an amount to be
determined at trial;
B. A determination and adjudication of the rights and liabilities of the parties
with regard to the Fuel Agreement;
C. A declaration that dHybrid breached a material term of the Fuel Agreement
and that the Fuel Agreement is terminated through no fault of Swift;
D. A declaration that Swift is relieved of any and all obligations it may have
had under the Fuel Agreement;
E. For pre- and post-judgment interest to the maximum extent allowed under
applicable law;
F. For any and all attorneys’ fees and costs incurred by Swift in connection
with dHybrid’s breach of the Fuel Agreement and the enforcement and collection of the
Note, pursuant to the express terms of the Fuel Agreement and A.R.S. §§ 12-341 and 12-
341.01; and
G. For such other and further relief as this Court may deem just and proper.
DATED this 2nd day of August, 2012.
SNELL & WILMER L.L.P.
By: /s/ Anthony Tom King
Patricia Lee Refo (#017032)
Anthony Tom King (#027459)
One Arizona Center
400 E. Van Buren, Suite 1900
Phoenix, Arizona 85004-2202
Attorneys for Swift Transportation Co.
of Arizona, LLC, Swift Transportation
Company, and Jerry and Vickie Moyes
10. FUEL TECIINOLOGY PURCHASE AGRDEMENT
This FUEL TECHNOLOGY PURCHASE AGREEMENT (this "Agreemenf') is made and
entered into effective as of tn" 2l day of May,2010 (the"Effectivebate"), by and between
d}IYBRID,INC., a Nevada corporation ("Selley''), and SWIFT TRANSPORTATION CO., INC., an
Arizona corporation ("Buyer") (each a "Pafi" and collectively, the "Parties").
RECITALS
V/HEREAS, Seller owns the rights to cefain patent-pending technology which allows
diesel-powered vehicles to operate more efficiently by using a mixture of Compressed Natural Gas
("CNG") and diesel fuel(the "Technology");
WHEREAS, Seller manufactures components based on the Technology that can be installed as an
aftermarket system in a diesel-powered vehicle (the "dHybrid System");
WHEREAS, Buyer is a transportation company that operates thousands of diesel-powered
vehicles;
WHEREAS, Buyer wishes to benefit from the use of the dHybrid System in its vehicles;
WHEREAS, the Parties intend that Buyer shall purchase the dHybrid System from Seller; and
ÌüHEREAS, Buyer shall install the dHybrid System in its diesel-powered vehicles.
NOW, TIIEREFORE, in consideration of the mutual covenants and agreements herein set forth
and each act done and to be done pursuant hereto, and for other good ¿ild valuable consideration, the
reoeipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do
hereby represent, warrant, covenant and agree as follows:
AGREEMENT
l. Purcbase Price: AdJance Paymenl. The above recitals are hereby incorporated by
reference. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and Buyer
agrees to purchase and install, the dHybrid System on Eight Hundred (S00) of Buyer's diesel-powered
vehicles at a price of Twenty Thousand and No/100 Dollars ($20,000.00) per vehicle for a total price of
Sixteen Million and No/100 Dollars ($16,000,000.00) (the "Purchase Price"). Each tuck shall be
outfitted with up to one hundred (100) Gas Gallon Equivalent CNG storage per vehicle. Immediately
upon execution of this Agreement by the Pafies hereto, Buyer shall pay to Seller a non-reñ¡ndable
payment of Two Million and No/100 Dolla¡s ($2,000,000.00), in commercially available funds
(the "Advance Paymenf'). The Advance Payment shall be applied toward the Purchase Price. Buyer
acknowledges that the Advance Payment shall be used for research, installation, and development of the
Technology, third party agreements and deposits, and is therefore non-refi¡ndable. The remaining amount
of the Purchase Price shall be paid by Buyer as specified in Section 6 below. In the event that Seller
offers dHybrid Systems for sale to any other person or entity during the term of this Agreement for a price
lower than the Purchase Price, then the Purchase Price as defined herein shall automatically be amended
to equal that lower price for purchases by Buyer hereunder.
2. Transfer of Shares of Seller to Bu]¡er. Upon payment of the Advance Pa¡rment by Buyer
to Seller, and as consideration for the Advance Payment, Seller shall transfer to Buyer a number of
Preferred Shares of Seller, which shall be equal to nine percent (9%) of the total issued and outstanding
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11. preferred and common stock across all classes (the "dHybrid Shares"). Upon the issuance of additional
shares by Seller at any time, in any class of stock, Seller shall automatically issue to Buyer the requisito
number of Shares of Preferred Stock to ensure that Buyer maintains its nine percent (9%) overall equity
stake in Seller. No additional oonsideration shall be required from Buyer in order to maintain its nine
percent (9%) stake in Seller. The dHybrid Sha¡es shall be issued with customary terms and conditions
regarding registation righb, co-sale rights and rights of conversion into the common stock of Seller.
3. Taxes. Unless exempt therefrom, all duties and taxes which Seller is required by law to
collect from Buyer are included in the price stated herein; any such items included in the prices or
otherwise payable by Buyer shall be separately identified on Seller's invoice. Eacb Party shall otherwise
be liable for any taxes assessed against them in conjunction with this Agreement.
4. Schedule: Testing Period: Term. Seller shall have one hundred twenty (120) days to
begin installation of ten (10) dHybrid Systems ready for testing. Buyer's Advance Payment includes cost
of equipment and installation of all ten ( l0) test vehicles. Buyer shall operate said vehicles for ninety
(90) days as a testing period (the "Testing Period"). Upon completion of the Testing Period, provided
Buyer's vehicles do not experience any insurmountable engine problems (see Section l3) and that the
ratio of wellhead prices between diesel fuel and CNG is no greater tha¡l a 2-to- I ratio during the Testing
Period and at all relevant times during this Agreement, Seller shall begin delivery of the dHybrid Systems
to Buyer as follows:
(i) Year one (commencing at the end of the Testing Period and concluding 365 days
thereafter): 800 dHybrid Systems.
The foregoing schedule shall be subject to fuel station availability. To the €xtent that a reasonable
number of fuel stations are not available to adequately service the vehicles required to be delivered and
purchased in accordance with the foregoing schedule, the Parties shall adjust the above schedule
accordingly. To the extent that a reasonable number of fuel stations are available to adequately service
the vehicles required to be delivered and purchased in accordance with the above schedule, such schedule
shall be adhered to accordingly.
5. Installatio0. Buyer agrees to install the dHybrid System on its vehicles at its own cost.
Buyer assumes all responsibility for installation and hereby releases Seller from any and all responsibility
related to the installation of the dHybrid System. Buyer shall allow Seller to perform periodic inspections
of the installation process to ensure all components are installed properly, are in working order, and to
ensure the installation of the components meets the satisfaction of Seller. Until the terms of this
Agreement shall be completed, Seller agrees to keep Buyer stocked with at least fifty (50) complete
dHybrid Systems at all times to ensure quick and efficient installation of the dHybrid System. In order
for Seller to meet the shipping and installation deadlines set forth in this Agreemen! at all relevant times,
Buyer agrees to provide Seller with at least two (2) vehicles of each make and model of its fleet to be
outfitted with the dHybrid System by Seller (one (l) such vehicle is intended to be used for fabrication
specifications of the dHybrid System and the other is intended to be used for the fine tuning of the
dHybrid softwa¡e and components for that specific model).
6. Payments: Option to Purchase: CumminsJoint VeIture.
(a) Pa)¡ment of Balance of Purchase Prige. Upon delivery of the dHybrid Systems to Buyer,
Seller shall transmit an invoice to Buyer. Buyer shall be required to pay the full amount of the invoice.for
each dHybrid System within sixty (ó0) days of receipt of such dHybrid System by Buyer.
Notwithstanding the foregoing, payment for the first one hundred (100) dHybrid Systems delivereá to
Buyer (including the initial ten (10) to be installed for the Testing Period) shall be deemed paid for by the
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12. Advance Payment (the "Advance Pavment Credit"). Buyer's tender of payment by check is sufücient,
provided such check is honored, upon presentment by the "Payor Bank."
(b) Additional Sales and Purchases. Subject to the terms and conditions set forth in this
Agreement Seller agrees to sell to Buyer and Buyer shall have the right to purchase, at Buyer's option
(the "Option') to be exercised within six (6) years of the Effective Date of this Agreement (the "Option
Exercise Period") , up to an additional Eleven Thousand Seven Hundred (l1,700) dHybrid Systems for
installation on the Vehicles, in accordance with the following schedule:
(Ð during the period between the Effective Date and tl¡e first anniversary of the
Effective Date: up to One Thousand Seven Hundred (1,700) dHybrid Systems;
(ii) during the period between the first and second anniversaries of the Effective
Date: up to Five Thousand (5,000) dHybrid Systems plus any amount described in subsecrion
(b[i) above not already purchased; and
(iii) during the period between the second and sixth anniversaries of the Effective
Date: up to Five Thousand (5,000) dHybrid Systems plus any amount described in subsections
(b)(i) and (b)(ii) above not already purchased.
The purchase price per Vehicle for such additional purchases shall be Twenty Thousand and No/100
Dolla¡s ($20,000.00) per Vehicle (the "Option Purchase Price"). The Option Purchase Price for any such
purchase orders issued by Buyer shall be paid by Buyer as specified in Section 6(a) above. Upon the
exercise of all or part of the Oplion, Seller shall be under a continuing obligation during the Option
Exercise Period to transfer to Buyer the number of Preferred Shares of Seller, which shall be issued
pro rata based on the ratio of the number of additional dHybrid Systems purchased, divided by Eleven
Thousand Seven Hundred (11,700), and multiplied by thirty-six percent (36%) of the toral issued and
outstanding preferred and common stock across all classes (the "Option dHybrid Shares"). The Option
dHybrid Shares shall be in addition to the dHybrid Shares described in Section 2. Upon exercise of the
Option and the issuance of additional shares by Seller at any time, in any class of stock, Seller shall
automatically issue to Buyer the requisite number of Shares of Preferred Stock to ensure that Buyer
maintains its combined overall equity stake in Seller, not to exceed fo4y-five percent (45%) of the toøl
issued and outstanding shares. No additional consideration shall be required from Buyer in order to
maintain its overall stake in Seller as a result of the exercise of the Option by Buyer.
(c) Cummins Joint Venture. Upon Buyer obtaining the agreement of Cummins lnc.
("Cummins") to enter into a joint venture regarding the manufacturing of engines utilizing the dHybrid
System in Buyer's vehicles, the terms of which must be mutually agreeable to Seller and Buyer, assuming
the Option dHybrid Sha¡es have not yet been issued to Buyer, Seller shall imrnediately deliver eleven
percent (ll%) of the total issued and outstanding prefened and common stock across all classes to Buyer.
In such event, the number of Option dHybrid Shares then available for issuance to Buyer shall be reduced
to twenty-five percent (25%) of the total issued and outstanding preferred and common stock across all
classes upon Buyer's exercise of the Option, as set fofh in Section 6(b) above. If Buyer obtains the
agreement of Cummins to enter into such a joint venture after the Option dHybrid Shares have already
been issued, Seller shall not be required to issue any more of its shares to Buyer pursuant to this
Section 6(c).
7. Term. This Agreement shall enter into force on the Effective Date hereof and shall
remain in effect until Seller's obligations under Section 4 are complete and Buyer has made all payments
required under Section 6.
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13. 8. Good Failh Promotion by Buyer. Once Buyer has completed the Testing Period and is
satisfied with the operation of the dHybrid System on its vehicles, Buyer shall make a good faith effon to
promote the dHybrid System to other companies in the transportation, education and distribution
industries.
9. Fueling Station Joint Venture. In order to ensure that Buyer's vehicles have ready access
to CNG for its vehicles, Buyer and Seller agre€ to work together to create a network of CNG fueling
stations across the counFy. Buyer and Seller shall use their best eflons to form joint venture agre€ments
with truck-stop operators from one or many truck stops, whereby Buyer, Seller and the truck-stop
operator shall each ¡ealize one-third (33.33o/o) of the profit from the sale of CNG at the frreling locations.
Buyer, Seller, and Truck Stop operators shall split evenly the cost of outfitting each station with CNG. If
Buyer chooses not to participate in such joint venture agreements, Buyer acknowledges hereby that Seller
may enter into such agreements directly with truck-stop operators whereby each shall realize fifty percent
(50%) of the profit from the sale of CNG at the fueling locations. Seller shall also provide, pay for, and
install the dHybrid technology in all CNG compressors if needed.
10. Excusable Delays. Because the Technology is new and Seller is creating a new
manufacturing and distribution network to build the dHybrid Systems, Seller shall not be deemed to be in
default on account of delays in tle delivery of the dHybrid Systems to the extent it is beyond Seller's
contol and not occasioned by Seller's fault or negligence, provided that promptly upon the occurrence of
any event which may result in a delay, Seller shall give notice thereof to Buyer, which notice shall
identiff such occurrence and speci! the period of delay which may be reasonably expected lo result
therefrom, whereupon the term of this Agreement shall be extended accordingly.
I I WananB. Seller warrants to Buyer and its successors and assigns that all goods and
services provided hereunder shall be: (i) merchantable; (ii) new; (iii) free from defects in material and
workmanship; (iv) with regard to goods designed by Seller, free from defects in design; (v) in compliance
with all applicable specifications, drawings, and performance requirements; (vi) fit for the purpose
intended; and (vii) free from liens and encumbrances on title. Delivery, inspection, test, acceptance or use
of or payment for the goods fumished hereunder shall not affect Seller's obligation under this warranty,
a¡d such warranties, and all other warranties, express or implied, shall survive delivery, inspection, test
acceptance, paymenl, and use. Seller agrees to correct defects in, or replace any goods not conforming to
the foregoing warranty promptly, for a period of six (6) years following sale of the dHybrid System by
Seller to Buyer, regardless of when said system is installed on a vehicle. Seller acknowledges that the
useñ¡l life of Buyer's vehicles is approximately three (3) years and therefore, Seller shall allow Buyer to
remove the dHybrid System from the original vehicle it was installed on and reinstall it onto a second
vehicle without voiding Seller's warranty. During the period of such ìilaranty applicability, Seller shall
be liable for the costs of parts and labor to repair or replace the dHybrid System on Buyer's vehicle, but
shall not be liable for any other repairs to the vehicle or for transportation of the vehicle to a repair
facility. All warranty work performed by Buyer's employees shall be billed to Seller at exact wages of
Buyer's installation technicians. Seller shall promptly reimburse Buyer for any exp€nses or damages
incuned by Buyer regardless of the nature of such expenses or damages as a result of or relating to
Seller's failure to oomply with (i) - (vii) above, including, but not limited to repair, replacement, rework,
removal and reinstallation costs, shipping costs, production delays, payment withholds, field service
costs, recall costs, and costs of filing and complying with legal and regulatory requirements. If services
ortechnical data are to be provided by Seller hereunde¡ Seller wa¡rants to Buyer that such services and/or
technical data have been performed or prepared in a professional and workmanlike manner and in
compliance with Buyer's instructions or other requirements.
12. Intellectual hoperty. Seller warrants that the dHybrid System fumished hereunder shall
be delivered free of any rightful claim of any third party for infringement of any United States patenÇ
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14. copyright, trademark, trade secret or other intellectual property right. Seller shall, at its own expense,
indemni$ and hold harmless Buyer against any suits, claims, actions, losses, damages, expense
(including attorney's fees and costs) or liabilities that may result from any allegations that any intellectual
property embodied in the dHybrid System constitutes an infringement, misappropriation or misuse of any
United States patent, copyright, trademark, trade secret or other intellectual property right. In the event of
any claim, nolice, suit or action alleging such infringement of any United States patent, copyrigh!
trademark, tade særet or other intellectual property right, Seller shall at its expense procure for Buyer the
right to continue using the dHybrid System, or modiS the dHybrid System to render it non-infringìng, or
replace the dHybrid System with a substantially equivalent non-infringing system. If Seller is unable to
remedy the infringement as provided in the previous sentence, Seller shall accept the return of the
dHybrid Systems and reñ¡nd to Buyer the amounts paid by Buyer hereunder, less a reasonable charge for
depreciation.
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following:
Termination. This Agreement may be terminated upon the occurrence of any the
Insurmountable Engine Problems. If, after installation of the dHybrid Systems,
Buyer's vehicles experience engine problems attributable to the use of the
dHybrid System, Buyer shall provide written notice to Seller of the engine
problems and allow seller a minimum of ninety (90) days to determine the
source of the problem and engineer a method to prevent the problan from
occurring in the future. If Seller is able to develop and provide a satisfactory
method to prevent the engine problem, this Agreement shall continue
unintemrpted. If, however, seller is unable to develop and provide a satisfaclory
method of preventing tlre engine problem, the problem shall be deemed
insurmountable and Buyer shall then have the option of terminating this
Agreement by writtør notice to Seller.
(b) Voided Warranty. Buyer shall make every effort to obtain written assurances
from the original manufacturers of its various engines and vehicles, stating that
said manufacturers shall continue to honor their factory warranties on Buyer's
vehicles after the installation of the dHybrid System. Seller acknowledges that it
may take a sigrificant period of time and testing for Buyer to obtain such
assurances from its vehicle and engine manufacfurers. If, however, Buyer is
unable to obtain such assurances, after a good faith effor! Buyer shall provide
written notice to Seller that Buyer was unable to obtain the necessary assurances.
Seller shall then have ninety (90) days to provide a satisfactory alternative
warranty solution to Buyer. The alternative warranty solution may include, but is
not limited to, Seller conmctìng with a third-party warranty provider or Seller
agreeing to pay for warranty repairs itself. If, after ninety (90) days, selter is
unable to present an alternative warranty solution that is satisfactory to Buyer,
Buyer shall then have the option of terminating this Agreement by written notice
to seller.
(c) Acceptance and Payment. Buyer shall refuse delivery of the dHybrid systems
when delivered pursuant to the schedule outlined in Seotion 4 above or shall fail
to make payment to Seller pursuant to the terms of Section 6 above.
cofirBletion of. P-.erformances. The completion of all material performances by
the Parties to this Agreement.
(a)
(d)
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15. (e) Expiration. The expiration of this Agreement by its own terms.
14. Indemnificæion.
(a) By Seller. Seller covenants and ag¡ees at all times to protec! hold harmless and
indemniff Buyer, its affiliated companies, and their respective directors, oflicers,
employees, successors and assigns fro¡n and against any and all losses, costs and
expens€s arising from a breach of this agreement by Seller, and from and against
any and all claims for loss, damage or injury and ftom and against any suits,
actions, or legal proceedings ofany kind brought against Buyer, or by such other
parties by or on account ofany p€rson, persons, or entities, or on account ofany
injuries received or sustained by any person, persons, or entities in any manner
(howsoever arising, including without limitation, by reason of negligence, breach
of warrant¡r, defect in design, material or workmanship or otherwise, and even
though strict liability be claimed), directly or indireotly caused by, incident to, or
growing out of a breach of this Agreement, defects in the desigr, manufacture, or
materials used in the goods, negligence in the manufacture, or provision of the
goods supplied, or performance of the services hereunder. If directed by Buyer,
Seller shall take upon itself the defense and/or settlernent of all such claims and
the defense ofany suit, suits or legal proceedings ofany kind brought to enforce
such claim or claims, and to pay all judgmcnts entered in such suit, suits or legal
proceedings, and all attomeys' fees and other expenses. Seller agrees that in any
instance where such claims in any way affect Buyer's interest under this
Agreement or otherrvise, Seller shall not consummate any settlement without
Buyer's prior written consent. Seller's covenants of indemnity herein shall
continue in full force and effect notwithstanding the termination or expiration of
this Agreement.
(b) B), Buyer. Buyer covenants and agrees at all times to protect, hold harmless and
indemnifi Seller, its afliliated companies, and their respective directors, officers,
employees, successors and assigns from and against any and all losses, costs and
expenses arising from a breach of this agreement by Buyer, and from and against
any and all claims for loss, damage or injury and from and against any suits,
actions, or legal proceedings ofany kind brought against Seller, or by such other
parties by or on account ofany person, persons, or entities, or on account ofany
injuries received or sustained by any person, persons, or entities in any manner,
directly or indirectly caused by, incident to, or growing out of a breach of this
Agreement. If directed by Seller, Buyer shall take upon itself the defense and/or
settlement of all such claims and the defense of any suit, suits or tegal
proceedings of any kind brought to enforce such claim or claims, and to pay all
judgments entered in such suiÇ suits or legal proceedings, and all attomeys' fees
and other expenses. Buyer agrees that in any instance where such claims in any
way affect Seller's interest under this Agreement or otherwise, Buyer shall not
consummate any settlement without Seller's prior written consent. Buyer's
covenants of indemnity herein shall continue in fr¡ll force and effect
notwithstanding the termination or expiration of this Agreement.
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16. 15. RepresentationsandWarranties.
Seller's Rqpresentations and Warranties. Seller hereby represents and warrants
to Buyer as follows:
(Ð Organization and Oualification. Seller is an entity duly
organized, validly existing and in good standing underthe laws of the jurisdiction
of its organization with the requisite power and autlrority to enter into and to
consummate the fansactions contemplaæd in this Agreement and otherwise to
carry out its obligations hereunder and thereunder, This Agreement has been
duly executed by Seller, and constitutes the valid and legally binding obligation
of Seller, enforceable against Seller in accordance with its terms.
(ii) No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by Seller of the transactions contemplated
hereby, shall not: (i) result in a violation of Seller's Certificate of Incorporation
or Bylaws; (ii) conflict with, or constitute a default under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenfure or instrument to which Seller is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (including
United States federal and state securities laws and regulations and rules or
regulations of any self-regulatory organizations to which either Seller or its
securities are subject) applicable to Seller or by which any propenty or asset of
Seller is bound or affected; or (iii) require any consent or authorization of
Seller's stockholders.
(iii) OWne¡shjp of tlre Shares. Seller is the sole oryner of the Shares,
free and clear of any and all liens, claims and encumbrances of any kind.
(iv) Brokers a¡d Finders. Seller has no knowledge of any person
who shall be entitled to or make a claim for payment of any fïnder fee or other
compensation as a result of the consummation of the transactions contemplatod
by this Agreement.
Seller's breach of any of the representations or warranties contained in this
Section l5(a) shall constitute grounds for termination of this Agreement by
Buyer.
(b) Buyer Representations and warranties. Buyer hereby represents and wa¡rants to
Seller as follows:
(i) Organization and Oualification. Buyer is an entity duly
organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to
consummate the transactions contemplated in this Agreement and otherwise to
carry out its obligations hereunder and thereunder. This Agreement has been
duly executed by Buyer, and constitutes the valid and legally binding obligation
of Buyer, enforceable against Buyer in accordance with its terms.
(iÐ No Conflicts. The execution, delivery and performance of this
Agreement and the consummation by Buyer of the transactions contemplated
(a)
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17. hereby, shall not; (i) result in a violation of Buyer's Certificate of Incorporation
or Bylaws; (ii) conflict with, or constitute a default under, or give to others any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument to which Buyer is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (including
United States federal and state securities laws and regulations and rules or
regulations of any self-regulatory organizations to which either Buyer or its
securities are subject) applicable to Buyer or by which any property or asset of
Buyer is bound or affected; or (iii) reguire any consent or authorization of
Buyer's stockholders.
(iii) Broken and Finden. Buyer has no knowledge of any person
who shall be entitled to or make a claim for payment of any finder fee or other
compensation as a result of the consumrnation of the transactions contemplated
by this Agreement.
Buyer's breach of any of the representations or warranties contained in this
Section l5(b) shall constitute grounds for termination of this Agreement by
Seller.
16. RestrictiveCovenants.
(a) Non-circumyention. Buyer shall not at any time during the term of this
Agreement, and for a period of two (2) years thereafter, in any fashion, form, or
manner, either directly or indirectly, circumvent or attempt to circumvent, avoid,
by-pass, or obviate this Agreement by seeking alternative suppliers or installers
of the Technology. The Parties hereby stipulate that, a.s between them, the
foregoing matt€rs are importan! material, and gravely affect the effective and
successñ¡l conduot of the business of Sellel and its good shall, and that any
breach of the terms of this section is a material breach of this Agreement.
(b) confidentiali¡L and Non-Disclosure. "confidential Informatim" andlor
"Proprietary Information" ("Proprietary Information') shall, for the purpose of
this Agreement, mean: (i) information, knowledge or data disclosed by Seller to
Buyer, including the Technology, regardless of whether disclosed in written,
tangible, oral, visual or other form, which is related to the subject of this
Agreement; (ii) information, knowledge or data which was obtained from facility
visits; and (iii) information, knowledge or data not specitically related to the
subject of tbis Agreement but which is in written or other tangible form bearing a
suitable legend identi$ing its proprietary or confidential nature or is otherwise
identified as confidential or proprietary. In the event Seller ñ¡mishes sample
products, equipment, documentation, or other objects or material, to Buyer, the
items so received and any information contained therein shall be feated as
Proprietary Information disclosed to Buyer under this Agreement. Furthermore,
any and all infonnation obtained or derived from said items, including results
from testing, shall be treated as if they were Proprietary Information disclosed
pursuant to this Agreement. All Proprietary Information disclosed in any
documentary or tangible form, whether in written or elecfonic form may be
marked "Proprietary" or "Confidential" and if the Information is not so
identified, it shall be considered Proprietary if by its very nature or the
circumstances under which it is disclosed one would reasonably consider it to be
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18. Proprietary. Buyer shall use Seller's hoprietary Information solely for the
purposes of suppoling the current business relationship with Seller and not for
any other purpose. Buyer shall not disclose Seller's Proprietary Information to
any third party without Seller's express written consent. Buyer may disclose
Seller's Proprietary Information to employees, contact workers, manufacturen,
consuhants and agents of Buyer who have a need to know and who have
executed agÍeements with Buyer obligating them to treat such information in a
manner consistent with the terms of this Agreement. Buyer shall not at any time
during the term of this Agrcement, and for a period of two (2) years thereafter, in
any fashion, form, or manner, either directly or indirectly, divulge, disclose, or
communiçate to any person, firm, or corporation in any manner whatsoever any
Proprietary Information. Buyer further agrees that during such period it shall not
tamper with, revers¡e engineer or otherwise materially alter the Technology unless
permitted in writing by Seller. The Pafies hereby stipulate that, as between
them, the foregoing matters are important, material, and confidential, and gravely
affect the effective and successful conduct of the business of Seller, and its
goodwill, and that any breach of the terms of this section is a material breach of
this Agreement. Notwithstanding the foregoing provisions, this Agreement shall
not restrict or affect Buyer's rights to use or disclose information: (l) which is or
may hereafter be in the public domain through no fault of Buyer; or (2) which
Buyer can show, as reflected by its written documents, that it was known to it
prior to the disclosure by Seller; or (3) which is disclosed to Buyer by a third
party, without reshictjons similar to those herein imposed, subsequent to
disclosure by Seller; or (4) which Buyer can show, as reflected by its documents,
was independently developed by Buyer without the use of the Proprietary
Information.
(c) Non-Competition. Buyer expressly agrees that during the term of this
Agreement, and for a period of two (2) years thereafter, Buyer shall not be
interested, directly or indirectly, in any form, fashion, or manner, as partner,
officer, director, slockholder, advisor, employee, contractor, or in any other form
or capacity, in any other business or any allied trade engaged in sale of hybrid
fuel, hybrid fuel technoloff, and/or hybrid ñrel parts and manufacturing in any
city or metropolitan area within the United States where Seller is conducting
business operations át the time of the signing of this Agreement, or in any city or
metropolitan area within the United States where Seller is conducting business
operations at the date of termination of this Agreement, except that nothing
herein contained shall be deemed to prevent or limit the right of Buyer to invest
any of Buyer's surplus funds in the capital stock or other securities of any
corporation whose stock or securities are publicly owned or are regularly fiaded
on any public exchange. It is tl¡e intention of the Parties hereto that this
Agreement be enforced to the fullest extent permitted by applicable law and,
therefore, in the event that any provision of this Agreement or the application
thereofis held to be unenforceable in anyjurisdiction because ofthe duration or
scope thereoi the Parties hereto agree that the court or panel or arbitrators
making such determination shall have the power to reduce the duration and scope
of such provision to the extent necessary to make it enforceable, and that this
Agreement in its reduced form shall be valid and enforceable to the ñ¡ll extent
permitted by law, but no such reduction shall affect the enforceability of the
express terms hereofin any otherjurisdiction. The foregoing Section l6(c) shall
-9-
19. not apply to Buyer in the event that this Agreement is terminated through no fault
of Buyer or through Seller's breach of any material term qf this Agreement.
(d) Non-Solicitation and Non-Hire, Buyer hereby covenants and agrees that for a
period of two (2) years following termination of this Agreement for any reason, it
shall not: (a) hire any employee of Seller; (b) solicit, entice, persuade or induce
any employee or business affrliate of Seller to terminate his or her employment
or business relationship with Seller; (c) solicit the employment of any such
individual or solicit the business ofany such business affiliate; (d) approach any
such individual or business afliliate for any of the foregoing purposes; or (e)
assist in taking such actions by any third party, in each case, without the prior
written consent of Seller.
(e) Acknowledgment. Buyer acknowledges that the resfictions on Buyer's activities
under this Agreement are necessary for the reasonable protection of Seller and
constitute a material inducement to Buyer's business relationship with Seller.
Buyer further acknowledges, stipulates and agrees that a breach of any of such
obligations and agreements shall result in irreparable harm and continuing
damage to Seller for which there shall be no adequate remedy at law and fr¡rther
agtees that in the event of any breach of said obligations and agreements, Seller
and its successors and assigns shall be entitled to immediate injunctive relief and
to such other relief as is proper under the circumstances.
l7. License: Inventions. The Proprietary Informatiø shall remain the sole property of Seller.
No license or other ownership right is granted to Buyer under any patents, copyrights, mask work rights,
or other proprietary rights by the disclosure of any information or by the use of the Technology
hereunder, nor is any warranty made as to such information.
18. Goyçrning Law. This Agreement shall be governed by and construed in accordance with
the laws of the Søte of Nevada applicable to contracts made and to be performed in the State of Nevada.
Each party to this Agreement irrevocably consents to the jurisdiction of the courts of Clark County,
Nevada, to interpret or enforce any provision of this Agreement.
19. Counterpafs. This Agleement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when counterparts have been
signed by each parly and delivered to the other parties hereto. This Agreement, once executed by a party,
may be delivered to the other parties hereto by facsimile tansmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.
20. Severability. If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.
21. Entire Agreement Amendments. This Agreement contains the entire undersknding of
the Parties, their afTiliates and persons acting on their behalf, with respect to the matters cove¡ed herein
and supersedes all prior and contemporaneor¡s agreements and understandings, oral or written, with
respect to such matt€rs. There are no restictions, promises, warr¿nties or undertakings relating to such
matters, other than those set forth or referred to herein and therein. No provision of this Agreement may
be waived other than by an instrument in writing signed by the Parg to be charged with enforcement, and
no provision of this Agreement may be amended other than by an instrument in writing signed by the
Parties.
- l0-
20. 22. Notices. Any notices required or permitted 1o be given underthe terms of this Agreement
shall be in writing and sent by certified or registered mail (return receipt requested) or delivered
personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall
be effective three (3) days after being placed in the mail, if mailed, or upon receipt or refi¡sal of receip! if
delivered personally or by nationally recognized ovemight carrier or confirmed facsimile transmission, in
each case addressed to a party as provided herein. The initial addresses for such communications shall be
as follows, and each party shall provide notice to the other Parties of any change in such party's address:
(i) If to Seller: dHYBRID,INC.
l07l East 100 South, Suite D-l
St. George, Utø,h84770
Facsimile: (435) 652-083 I
Attention: Trevor Milton
With a copy to: WALLIN}IARRISON, PLC
1425 South Higley Road, Suite 104
Gilbert, A¡izona85296
Telephone: (480) 24041 50
Facsimile: (480) 240-41 5 I
Attention: Troy A. Wallin, Esq.
(iÐ If to Buyer: SWIFT TRANSPORTATION CO., INC
2200 South 75th Avenue
Phoenix, Arizona 85043
Facsimile:C_J
Attention:
rWith a copy to:
Facsimile: (_-)
Attention:
23. Headings. The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof.
24. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Parties and their succ€ssors and permitted assigns. Except as provided herein, neither Pa¡ty shall
assign this Agreement or any rights or obligations hereunder without the written consent of the other
Parg.
25. No Third-Party Beneficiarie.s- This Agreement is intended for the benefit of the Pa¡ties
hereto and their respective successors and permited assigrrs and is not for the benefit of, nor may any
provision hereof be enforced b¡ any other person or entþ.
26. Survival. The representations and wan'anties contained herein shall survive termination
of this Agreement for six (ó) months. The covenants of the parties as set forth in this Agreement, shall
survive the termination hereof.
- tl-
21. 27. Fees and Expenses. Each of the Parties shall pay its fees and all other associated
expenses incurred by such Parfy in connection with the negot¡ation, execution, delivery and performance
of this Agreement.
28, Attomeys' Fees. If either Parg to this Agreement shall bring any action, sui!
aounterclaim, appeal, arbitation, or mediation for any relief against the other, declaratory or otherwise, to
enforce the terms hereof or to declare rights hereunder, the losing party shall pay the prevailing party's
reasonable attorneys' fees and costs incurred in bringing and prosecuting such action and/orenforcing any
judgment, order, ruling or award.
29. Forcg. Majeure. Neither Party shall be liable for its failure to perform any of its
obligations hereunder during any period in which performance is delayed by fire, flood, war, embargo,
riot or an unforeseeable intervention of any government authority that causes complete business
intemrption ("Force Majeure"), provided that the Party suffering such delay immediately notifies the
other Party of the delay.
30. Remedies Cum.ulative. Each Paffy's remedies shall be cumulative and remedies herein
specified do not exclude any remedies allowed by law or equity. Waiver of any breach shall not constitute
waiver of any otler breach of tle same of any other provision, Acceptance of any goods or services or
payment thereof shall not waive any breach.
31. Further Assurances. Subject to the terms and conditions of this Agreemen! each of the
Parties hereto shall use all reasonable efforts to take, or cause to be taken, all action, and to do, or caus€ to
be done, all things necessary, reasonable, proper or advisable under applicable laws and regulations to
consummate and make effætive the purposes and intent of this Agreement.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the
Effective Date.
..sELLER" .BITYER"
dITYBRID,INC.,
a Nevada corporation
By:
Its: President
î'z/- /o
swIFT TRANSPORTATION CO., INC.,
an Arizona corporation
Its:
- 12-
23. $32a(no.0o
TIIIRD AMENDED A¡ID RESTATEI)
UNSECURED PROII{ISSORY NOTE
Phosoix, A¡izon¡
Jrunary 25,2012
AMENDMENT NO. 3 ùo the U¡securcd Promissory Not! dslÊd Dccembcr 12, 201 I (ùís
"Scc¡nd Amødcd Noæ') betweon dHyMd' Inc. a Ncvad-¿ corporation' {te$p1
.r";f;r"r-), l*urø ¿ St Gcorgp, UT, and Sriß
f.-rp"tt úl,n Co. of A liabitity eomPany (bersirsftcr
ï-ondcr'), locatod aI 2200
.fhis
Third Amendcd and Rcstatcd Unsecr¡red homissory Note shall ama¡d and rEPlace
rbe unsrned Promissory Notc bchvecn the puties hercto dslcd octob€r 28' 201 I aDd 6Ê First
G;drd anrt Rcsrtr¡,¿ Únsecr¡re¿ rruuissory Notc dsted Novqnber 22,2011, and tbc Sccoud
Aildrd a¡d Resuted Unsecr¡¡sd Promissory Noto daæd Decei¡rbcr l2r20l liu tb€ sg8FÊgatc
-ro*t of n* Hunùçd Foru Thousûnd Doilars ($204'000'00)'
A,Thpcntirel4âidprincipalbal¡¡cepayabloberuundorsb¡llbcd¡æ
and poyable on thc ca¡lter ïf ó feUruary 24, 2912: or (li)
.lmncdiaþlv
t¡pon
rÊc€ipt Uy aonoú of*y Oitd i*y n-,ír¡g h thc form of oitbcr cquity or debt
(the "lvl¿tr¡¡itY Datc").
Time is of tbe the
balance shall bccomc able
ducanygumducand thc
Default:
EvenE of Defaulr. The occr¡¡rencc-of any of tho following cvcnts or conditio¡s sball
*k--nr" an "Event of Defarùf'uudq thisNoæ:
(")AnyfailrrretopaytheprínoipalsfÛorutduoattheMatrxityDaÞ;
(b) ArY ¡c'Preser¡t¿tion o or
on be¡aif of Borrouter Û¡r sball be or
misleadiog as of the time made or fuinished;
24. (c) The ñling fcdÊrÀ¡
U""¡-¡P-tcV l¿ws now or now ol
bcrçEftcr in cdecq or thc rüePcct
to Borrowcr.
pn)c€dísg described in Subparagraph
(c) icê by Bormww to such ¡roccrdings;
or custodisn or cons€rv¡tor for all or any
part of the assets ofBorrowu;
thc pltcculion bY Bonourer of un
for thc bcuefit of cre*litsrs; or the
lu crËdilors, or any slass therçû[, for
exlcnaioo or com¡rorition of itc dsbl,sl
its Estorial debts as thoy mnûro; or if
Borowe¡isgorrøallynotpoyinÈanyofitsfDsbialdcbtsasthøymatufe;
(ÐTholiquirbrion'dc€Îh'inoompctency'tÊrüin¡lioDordissolutÍouof
Bo¡mr¡¡er;
G)Tbcabo¡doDmcntbyBorrowerofalloranyrnatcrialpartofits
PoPGrtY ol sssots; or
pohibiting
whic,h ofdtr
Far'lurc of t'codcr cqDstiù¡t€ a mivcr of th¡
riÊül to exercise lbo same thç event of contiurnncc of
añy existingdsf¡ultaflpr bercot'
díminish the liability of any person
this Not6 shÂu bc bindÍ¡g upon Bonowor and its st¡cccssors md assips and sh¡u inure
ø t¡" U"o"ftt oflsnder a¡d tbeir sucoea:¡orc and assigns'
All noticcs required or pcrmitted in oonnætion with thi¡ Noæ shall be givco at the
locstion of each party as designaied h iba first pamerapb of this Notc'
bcreby acknowledge ond agrcc fhat
-
he/sJÎ is a duly autborized
B;;;r, and Lc,ndcr and thar as sr¡ch hss fu¡ powcr and autbríty to
this PromissorY Notc.
25. Thi¡ Notc sbåil bc goveraed by aod construcd æcordùU to tbc L¡ws of tbe Stats of
Ariæn¡ Ed tbs Borrow UcrcUy n¡hniis to öe personsl and $¡bicç1 naftcr jurisdíotioo of tln
Staæ ofA¡izons,
IN WITNES S
'WHEREOF, theæ pncsents are €r(ÊûúÊd a3 of thc da¡o first wriusn abovc.
BORRO}YER
dEybrid, Iuc', a Nevada corPoratiou
By
&)
Its
I.EÑI}DR
Stün Co. of Arko¡¡r IJ,C, aDelaware limiþd lisbílity coqPs¡ry
By
Itg
27. rRA'VSPORTATION CO. OF ARIZONA, LLC
VIA FEDERAL EXPRESS AND EMAILJune 13,2012
dHybrid,lnc.
Attn. Trevor Milton
912 West 1600 South
Suitc Bl04
St. George, UT 84770
Dear Mr. Milton:
James Fry
General Counsel
Reference is made to that certain Third Amended and Restated Unseoured Promissory Note,
aat"A ¡a"uuty 25,2}l2in t}e origin 00 (the "Prcrmissory Note")'
As set forth in the Promissory Note, nole was due and payable
rid, Inc. under the
t under subsection (a) aooordingly, an Event of
occu¡red and is continuing. You have also made
ons to Swift Transportation Co. of Arizona, LLC
as defined in the Promissory Note'
swift hereby demands the immediate repayment in full of the entire principal balance of
$322,000.00 on the Promissory Note'
If swifr does not reÇeive payment in full of the Promissory Note by noon on Friday, June22,
2012, itwill pursue all legal remedies available to it under law.
o comply will remove any and all of its
locations from the FEV,Inc' facility in
that Swifr