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AGREEMENT FOR PURCHASE AND SALE OF STOCK

Purchase and Sale Agreement

AGREEMENT FOR PURCHASE AND SALE OF STOCK | Document Parties: Modern Medical Modalities Corporation | Union Imaging Associates, Inc You are currently viewing:
This Purchase and Sale Agreement involves

Modern Medical Modalities Corporation | Union Imaging Associates, Inc

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Title: AGREEMENT FOR PURCHASE AND SALE OF STOCK
Governing Law: New Jersey     Date: 11/14/2008
Industry: Rental and Leasing     Sector: Services

AGREEMENT FOR PURCHASE AND SALE OF STOCK, Parties: modern medical modalities corporation , union imaging associates  inc
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Exhibit 10.1

Page 1 of 6

 

AGREEMENT FOR PURCHASE AND SALE OF STOCK

 

This Agreement for Purchase and Sale of Stock (“Agreement”) is made as of June 20, 2008 by and among Nazar Haidri, M.D. (“Seller”), an individual with a principal address of 2333 Morris Avenue Union, New Jersey, and Modern Medical Modalities Corporation (“MMMC” or “Buyer”), a New Jersey corporation with a principal business address of 439 Chestnut Street, Union, New Jersey.

 

1.   Sale and Transfer of Stock . Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, the stock (“Stock”) of Seller related to Seller’s business share in Union Imaging Associates, Inc.

 

2.   Consideration From Buyer at Closing . As full payment for the transfer of the Stock to Buyer, at the closing (“Closing”) of the sale of Stock, Buyer shall deliver to Seller a stock certificate(s) in the name of Seller, or its assigns, representing 150,000 shares of MMMC common stock and $36,000 paid equally over 18 months with the first payment beginning 30 days from closing date, which represents the “Purchase Price”.

 

3. Seller Stock Put Option . If the average price of the Common Stock is less than $0.30 for any consecutive 20 day period during the first 90 day period commencing at the end of the fifteenth month subsequence to the date of this Agreement, Dr. Haidri will have the right to put the Stock to Modern Medical Modalities Corporation for $45,000 or pro-ratable portion thereof, computed by multiplying the number of shares being put by the result of dividing $45,000 by 150,000 shares.

 

4. Piggy-Back Registration Rights . If the company completes a SB-2 registration during the stock holding period required under Rule 144, the Company will include the 300,000 shares delivered by the Buyer to the Seller in the SB-2 registration.

 

5.   Assumption of Liabilities . It is expressly understood and agreed that Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind and nature.

 

6.   Taxes . Seller shall be responsible and shall pay all taxes of any kind or character relating to the Stock, if any. Furthermore, Seller shall be responsible for the payment of any transfer taxes of any kind or character arising from the sale and transfer of the Stock pursuant to this Agreement.

 

7. Representations and Warranties of Seller . Seller represents and warrants, that:

 

7.1   Debts, Obligations and Liabilities . Seller does not have any debts, liabilities, or obligations of any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due, related to or encumbering the Stock. The Seller has a $15,883.51 note payable balance due to MMMC relate to loans advanced to the Partners of Union Imaging Associates, Inc. This note payable will be forgiven by MMMC subject to execution of this contract.

 

7.2   Tax Returns Filed . Within the times and in the manner prescribed by law, Seller has filed all tax returns required by law and has paid all taxes, assessments and penalties due and payable. There are no present disputes as to taxes of any nature payable by Seller. Seller will provide Buyer with copies of all tax returns filed for the last three fiscal years if requested by Buyer.

 

 

 


 

 

Exhibit 10.1

Page 2 of 6

 

7.3   Title to Stock . Seller has good and marketable title to the Stock and interests in the Stock, whether real, personal, mixed, tangible, or intangible, which constitute all the Stock and interests in the Stock that Seller is transferring to Buyer. The Stock is free and clear of restrictions on or conditions to transfer or assignment, and free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, covenants, conditions or restrictions, the lien of current taxes not yet due and payable and possible minor matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of the Stock.

 

7.4   Compliance with Laws . Seller has complied with, and is not in violation of, any statute, law or regulation affecting the Stock.

 

7.5   Litigation . There is not pending, and Seller is unaware of any threatened suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation, against or affecting the Stock.

 

7.6   Agreement Will Not Cause Breach or Violation . The consummation of the transaction contemplated by this Agreement will not result in or constitute any of the following: (1) a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of any lease, license, promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust, or other agreement, instrument or arrangement to which Seller is a party or by which the Assets are bound; (2) an event that would permit any party to terminate any agreement or to accelerate the maturity of any indebtedness or other obligation of Seller related to the Stock; or (3) the creation or imposition of any lien, charge or encumbrance on the Stock.

 

7.7   Authority and Consents . Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.

 

7.8   Full Disclosure . None of the representations and warranties made by Seller in this Agreement, or made in any certificate or memorandum furnished or to be furnished by Seller, contains or will contain any untrue statement of a material fact, or omits to state a material fact, necessary to make the statements made not misleading. All representations and warranties of Seller included in this Agreement and in any written statements delivered to Buyer under this Agreement will be true and correct as of the Closing Date as if made on that date.

 

8.   Indemnification and Survival of Representations and Warranties .

 

8.1   Survival of Representations, Warranties, Covenants and Agreements . The representations, warranties, covenants, agreements and undertakings of Seller set forth herein shall survive the Closing.

 

8.2   Indemnification by Seller . Seller shall indemnify, defend and hold harmless Buyer and its past and present officers, directors, affiliates, agents and representatives against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney’s fees, that Buyer shall incur or suffer that arise, result from or relate to any breach or inaccuracy of, or failure by Seller to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller under this Agreement. Specifically, without limiting the foregoing, Seller shall be solely responsible for the payment of any sums incurred as a result of any claim made by a third party with respect to the Stock.

   

9.   Cooperation in Securing Consents of Third Parties . Buyer will use its best efforts to assist Seller in obtaining the consent of all necessary persons and agencies to the assignment and transfer to Buyer of the Stock to be assigned and transferred under the terms of this Agreement.

 

 

 


 
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