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STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

STOCK PURCHASE AGREEMENT | Document Parties: RUB A DUB SOAP INC | International Company Group, Ltd | ZHONGSEN INTERNATIONAL COMPANY You are currently viewing:
This Stock Purchase Agreement involves

RUB A DUB SOAP INC | International Company Group, Ltd | ZHONGSEN INTERNATIONAL COMPANY

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Nevada     Date: 10/29/2007
Law Firm: Baker McKenzie    

STOCK PURCHASE AGREEMENT, Parties: rub a dub soap inc , international company group  ltd , zhongsen international company
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Exhibit 2.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT ("Agreement") made this 26th day of October, 2007

by and among Rub A Dub Soap, Inc., a Nevada corporation ("Parent"), Zhongsen

International Company Group, Ltd. ("the Company") a Hong Kong ("HK") limited

liability corporation, and Kai Chen, the sole shareholder of the Company

("Seller").

R E C I T A L S:

A. The respective Boards of Directors of Parent and the Company have

determined that an acquisition of the Company by Parent, upon the terms and

subject to the conditions set forth in this Agreement, would be fair and in the

best interests of their respective shareholders, and such Boards of Directors

have approved such transaction, pursuant to which all shares of Common Stock of

the Company ("Company Common Stock") issued and outstanding immediately prior to

the Closing (as defined in Section 1.03) will be exchanged for the right to

receive shares of Common Stock of Parent representing 96.5% of shares

outstanding after the sale hereby (the "Sale").

B. Parent, Seller and the Company desire to make certain

representations, warranties, covenants and agreements in connection with the

Sale and also to prescribe various conditions to the Sale.

C. For federal income tax purposes, the parties intend that the Sale

shall qualify as a reorganization under the provisions of Section 368(a)(1)(B)

of the Internal Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the representations, warranties,

covenants and agreements contained in this Agreement, the parties agree as

follows:

ARTICLE I

THE SALE

1.01 Stock Split. Immediately following the execution of this Agreement,

Parent shall take all actions required to affect a 2.12-for one forward split of

the outstanding Common Stock of Parent, and shall redeem for their par value

approximately 2,197 shares of Parent Common Sock from Halter Capital Corporation

("HCC"), so that after such split and redemption there will be issued and

outstanding 910,000 shares of common stock.

1.02 Transfer of Stock. At the Closing, the Seller will transfer to

Parent 10,000 shares of the Company Common Stock, representing 100% of the

issued and outstanding shares of the common stock of the Company free and clear

of all liens, claims and encumbrances. In exchange therefor, the Company will

issue and convey to Seller 25,090,000 post-split shares of common stock (the

"Purchase Price Shares"). Such shares shall be restricted from transfer under

the rules and interpretations of the U.S. Securities and Exchange Commission.

<PAGE>

1.03 Closing. Unless this Agreement shall have been terminated and the

transactions herein contemplated shall have been abandoned pursuant to Section

7.01 and subject to the satisfaction or waiver of the conditions set forth in

Article VI, the closing of the Sale (the "Closing") will take place at 10:00

a.m. on the business day after satisfaction of the conditions set forth in

Article VI (or as soon as practicable thereafter) (the "Closing Date"), at the

offices of Baker & McKenzie in New York, unless another date, time or place is

agreed to in writing by the parties hereto. The Sale and all other transactions

contemplated hereby shall become effective on the Closing Date.

ARTICLE II

RESERVED

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of the Company. Except as set forth

in the Company Disclosure Schedule delivered by the Company to the Parent at the

time of execution of this Agreement, the Company represents and warrants to

Parent as follows:

(a) Organization, Standing and Corporate Power. The Company is

duly organized, validly existing and in good standing under the laws of

Hong Kong and has the requisite corporate power and authority to carry

on its business as now being conducted. The Company is duly qualified or

licensed to do business and is in good standing in each jurisdiction in

which the nature of its business or the ownership or leasing of its

properties makes such qualification or licensing necessary, other than

in such jurisdictions where the failure to be so qualified or licensed

(individually or in the aggregate) would not have a material adverse

effect with respect to the Company.

(b) Subsidiaries. The Company owns 100% of its subsidiaries,

Qingdao (Free-Trading Zone) Sentaida International Trade Co., Ltd.,

Qingdao Sentaida Tires Co., Ltd., Zhongsen Holdings Co., Ltd.(BVI),

formed respectively under the laws of the People's Republic of China and

the British Virgin Islands.

(c) Capital Structure. The authorized capital stock of the

Company consists of 10,000 authorized shares of Company Common Stock.

There are 10,000 shares of Common Stock outstanding, all of which are

owned by Seller. Except as set forth above, no shares of capital stock

or other equity securities of the Company are issued, reserved for

issuance or outstanding. All outstanding shares of capital stock of the

Company are duly authorized, validly issued, fully paid and

nonassessable and not subject to preemptive rights. There are no

outstanding bonds, debentures, notes or other indebtedness or other

securities of the Company having the right to vote (or convertible into,

or exchangeable for, securities having the right to vote) on any matters

on which shareholders of the Company may vote. Except as set forth

above, there are no outstanding securities, options, warrants, calls,

rights, commitments, agreements, arrangements or undertakings of any

kind to which the Company is a party or by which it is bound obligating

the Company to issue, deliver or sell, or cause to be issued, delivered

or sold, additional shares of capital stock or other equity or voting

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<PAGE>

securities of the Company or obligating the Company to issue, grant,

extend or enter into any such security, option, warrant, call, right,

commitment, agreement, arrangement or undertaking. There are no

outstanding contractual obligations, commitments, understandings or

arrangements of the Company to repurchase, redeem or otherwise acquire

or make any payment in respect of any shares of capital stock of the

Company. There are no agreements or arrangements pursuant to which the

Company is or could be required to register shares of Company Common

Stock or other securities under the Securities Act of 1933, as amended

(the "Securities Act") or other agreements or arrangements with or among

any security holders of the Company with respect to securities of the

Company.

(d) Authority; Noncontravention. The Company has the requisite

corporate and other power and authority to enter into this Agreement and

to consummate the transactions hereby to which it is a party. The

execution and delivery of this Agreement by the Company and the

consummation by the Company of the transactions contemplated hereby have

been duly authorized by all necessary corporate action on the part of

the Company. This Agreement has been duly executed and delivered by the

Company and constitutes a valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms. The

execution and delivery of this Agreement do not, and the consummation of

the transactions contemplated by this Agreement and compliance with the

provisions hereof will not, conflict with, or result in any breach or

violation of, or default (with or without notice or lapse of time, or

both) under, or give rise to a right of termination, cancellation or

acceleration of or "put" right with respect to any obligation or to loss

of a material benefit under, or result in the creation of any lien upon

any of the properties or assets of the Company under, (i) the Articles

of Incorporation or Bylaws of the Company, (ii) any loan or credit

agreement, note, bond, mortgage, indenture, lease or other agreement,

instrument, permit, concession, franchise or license applicable to the

Company, its properties or assets, or (iii) subject to the governmental

filings and other matters referred to in the following sentence, any

judgment, order, decree, statute, law, ordinance, rule, regulation or

arbitration award applicable to the Company, its properties or assets.

No consent, approval, order or authorization of, or registration,

declaration or filing with, or notice to, any federal, state or local

government or any court, administrative agency or commission or other

governmental authority, agency, domestic or foreign (a "Governmental

Entity"), is required by or with respect to the Company in connection

with the execution and delivery of this Agreement by the Company or the

consummation by the Company of the transactions contemplated hereby.

(e) Financial Statements (i) The Parent has received a copy of

the audited consolidated financial statements of the Company and Company

Subs for the fiscal year ended December 31, 2006 and 2005 and unaudited

financial statements for the six-months ended June 30, 2007 and 2006

("Financial Statements"). The Financial Statements fairly present the

financial condition of the Company at the dates indicated and its

results of their operations and cash flows for the periods then ended

and, except as indicated therein, reflect all claims against, debts and

liabilities of the Company, fixed or contingent, and of whatever nature.

(ii) Since June 30, 2007 (the "Balance Sheet Date"), there has been no

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<PAGE>

material adverse change in the assets or liabilities, or in the business

or condition, financial or otherwise, or in the results of operations or

prospects, of the Company, whether as a result of any legislative or

regulatory change, revocation of any license or rights to do business,

fire, explosion, accident, casualty, labor trouble, flood, drought,

riot, storm, condemnation, act of God, public force or otherwise and no

material adverse change in the assets or liabilities, or in the business

or condition, financial or otherwise, or in the results of operation or

prospects, of the Company except in the ordinary course of business.

(iii) Since the Balance Sheet Date, the Company has not suffered any

damage, destruction or loss of physical property (whether or not covered

by insurance) affecting its condition (financial or otherwise) or

operations (present or prospective), nor has the Company issued, sold or

otherwise disposed of, or agreed to issue, sell or otherwise dispose of,

any capital stock or any other security of the Company and has not

granted or agreed to grant any option, warrant or other right to

subscribe for or to purchase any capital stock or any other security of

the Company or has incurred or agreed to incur any indebtedness for

borrowed money.

(f) Absence of Certain Changes or Events. Since June 30, 2007,

the Company has conducted its business only in the ordinary course

consistent with past practice, and there is not and has not been: (i)

any material adverse change with respect to the Company; (ii) any

condition, event or occurrence which individually or in the aggregate

could reasonably be expected to have a material adverse effect or give

rise to a material adverse change with respect to the Company; (iii) any

event which, if it had taken place following the execution of this

Agreement, would not have been permitted by Section 4.01 without prior

consent of Parent; or (iv) any condition, event or occurrence which

could reasonably be expected to prevent, hinder or materially delay the

ability of the Company to consummate the transactions contemplated by

this Agreement.

(g) Litigation; Labor Matters; Compliance with Laws.

(i) There is no suit, action or proceeding or

investigation pending or, to the knowledge of the Company,

threatened against or affecting the Company or any basis for any

such suit, action, proceeding or investigation that,

individually or in the aggregate, could reasonably be expected

to have a material adverse effect with respect to the Company or

prevent, hinder or materially delay the ability of the Company

to consummate the transactions contemplated by this Agreement,

nor is there any judgment, decree, injunction, rule or order of

any Governmental Entity or arbitrator outstanding against the

Company having, or which, insofar as reasonably could be

foreseen by the Company, in the future could have, any such

effect.

(ii) The Company is not a party to, or bound by, any

collective bargaining agreement, contract or other agreement or

understanding with a labor union or labor organization, nor is

it the subject of any proceeding asserting that it has committed

an unfair labor practice or seeking to compel it to bargain with

any labor organization as to wages or conditions of employment

nor is there any strike, work stoppage or other labor dispute

involving it pending or, to its knowledge, threatened, any of

which could have a material adverse effect with respect to the

Company.

4

<PAGE>

(iii) The conduct of the business of the Company

complies with all statutes, laws, regulations, ordinances,

rules, judgments, orders, decrees or arbitration awards

applicable thereto.

(h) Benefit Plans. The Company is not a party to any collective

bargaining agreement or any bonus, pension, profit sharing, deferred

compensation, incentive compensation, stock ownership, stock purchase,

phantom stock, retirement, vacation, severance, disability, death

benefit, hospitalization, medical or other plan, arrangement or

understanding (whether or not legally binding) under which the Company

currently has an obligation to provide benefits to any current or former

employee, officer or director of the Company (collectively, "Benefit

Plans").

(i) Certain Employee Payments. The Company is not a party to any

employment agreement which could result in the payment to any current,

former or future director or employee of the Company of any money or

other property or rights or accelerate or provide any other rights or

benefits to any such employee or director as a result of the

transactions contemplated by this Agreement, whether or not (i) such

payment, acceleration or provision would constitute a "parachute

payment" (within the meaning of Section 280G of the Code), or (ii) some

other subsequent action or event would be required to cause such

payment, acceleration or provision to be triggered.

(j) Tax Returns and Tax Payments. The Company has timely filed

all Tax Returns required to be filed by it, has paid all Taxes shown

thereon to be due and has provided adequate reserves in its financial

statements for any Taxes that have not been paid, whether or not shown

as being due on any returns. No material claim for unpaid Taxes has been

made or become a lien against the property of the Company or is being

asserted against the Company, no audit of any Tax Return of the Company

is being conducted by a tax authority, and no extension of the statute

of limitations on the assessment of any Taxes has been granted by the

Company and is currently in effect. As used herein, "taxes" shall mean

all taxes of any kind, including, without limitation, those on or

measured by or referred to as income, gross receipts, sales, use, ad

valorem, franchise, profits, license, withholding, payroll, employment,

excise, severance, stamp, occupation, premium value added, property or

windfall profits taxes, customs, duties or similar fees,, assessments or

charges of any kind whatsoever, together with any interest and any

penalties, additions to tax or additional amounts imposed by any

governmental authority, domestic or foreign. As used herein, "Tax

Return" shall mean any return, report or statement required to be filed

with any governmental authority with respect to Taxes.

(k) Environmental Matters. The Company is in compliance with all

applicable Environmental Laws. "Environmental Laws" means all applicable

federal, state and local statutes, rules, regulations, ordinances,

orders, decrees and common law relating in any manner to contamination,

pollution or protection of human health or the environment, and similar

state laws.

(l) Material Contract Defaults. The Company is not, or has not

received any notice or has any knowledge that any other party is, in

default in any respect under any Material Contract; and there has not

5

<PAGE>

occurred any event that with the lapse of time or the giving of notice

or both would constitute such a material default. For purposes of this

Agreement, a Material Contract means any contract, agreement or

commitment that is effective as of the Closing Date to which the Company

is a party (i) with expected receipts or expenditures in excess of

$100,000, (ii) requiring the Company to indemnify any person, (iii)

granting exclusive rights to any party, (iv) evidencing indebtedness for

borrowed or loaned money in excess of $100,000 or more, including

guarantees of such indebtedness, or (v) which, if breached by the

Company in such a manner would (A) permit any other party to cancel or

terminate the same (with or without notice of passage of time) or (B)

provide a basis for any other party to claim money damages (either

individually or in the aggregate with all other such claims under that

contract) from the Company or (C) give rise to a right of acceleration

of any material obligation or loss of any material benefit under any

such contract, agreement or commitment.

(m) Properties. The Company has good, clear and marketable title

to all the tangible properties and tangible assets reflected in the

latest balance sheet as being owned by the Company or acquired after the

date thereof which are, individually or in the aggregate, material to

the Company's business (except properties sold or otherwise disposed of

since the date thereof in the ordinary course of business), free and

clear of all material liens.

(n) Trademarks and Related Contracts. To the knowledge of the

Company:

(i) As used in this Agreement, the term "Trademarks"

means trademarks, service marks, trade names, Internet domain

names, designs, slogans, and general intangibles of like nature;

the term "Trade Secrets" means technology; trade secrets and

other confidential information, know-how, proprietary processes,

formulae, algorithms, models, and methodologies; the term

"Intellectual Property" means patents, copyrights, Trademarks,

applications for any of the foregoing, and Trade Secrets; the

term "Company License Agreements" means any license agreements

granting any right to use or practice any rights under any

Intellectual Property (except for such agreements for

off-the-shelf products that are generally available or less than

$25,000), and any written settlements relating to any

Intellectual Property, to which the Company is a party or

otherwise bound; and the term "Software" means any and all

computer programs, including any and all software

implementations of algorithms, models and methodologies, whether

in source code or object code.

(ii) To the knowledge of the Company, none of the

Company's Intellectual Property or Company License Agreements

infringe upon the rights of any third party that may give rise

to a cause of action or claim against the Company or its

successors.

(o) Board Recommendation. The Board of Directors of the Company

has unanimously determined that the terms of the Sale are fair to and in

the best interests of the shareholders of the Company and recommended

that the Seller execute this Agreement.

6

<PAGE>

3.02 Representations and Warranties of Company Subs. Except as set forth

in the Company Disclosure Schedule delivered by the Company to the Parent at the

time of execution of this Agreement, the Company represents and warrants to

Parent as follows:

(a) Organization, Standing and Corporate Power. Company Subs are

duly organized, validly existing and in good standing under the laws of

the People's Republic of China, the State of California and the British

Virgin Islands and have the requisite corporate power and authority to

carry on their respective business as now being conducted. Company Subs

are duly qualified or licensed to do business and are in good standing

in each jurisdiction in which the nature of their business or the

ownership or leasing of their properties makes such qualification or

licensing necessary, other than in such jurisdictions where the failure

to be so qualified or licensed (individually or in the aggregate) would

not have a material adverse effect (as defined in Section 9.02) with

respect to Company Subs.

(b) Subsidiaries. The Company Subs are 100% owned by the Company

and shall remain wholly owned subsidiaries of the Company following the

Sale.

(c) Capital Structure. Except as set forth in the Financial

Statements, no shares of capital stock or other equity securities of

Company Subs are issued, reserved for issuance or outstanding. All

outstanding equity ownership interest in Company Subs are duly

authorized, validly issued, fully paid and nonassessable and not subject

to preemptive rights. There are no outstanding bonds, debentures, notes

or other indebtedness or other securities of Company Subs having the

right to vote (or convertible into, or exchangeable for, securities

having the right to vote) on any matters on which shareholders of

Company Subs may vote. The Company Disclosure Schedule sets forth the

outstanding Capitalization of Company Subs. Except as set forth above,

there are no outstanding securities, options, warrants, calls, rights,

commitments, agreements, arrangements or undertakings of any kind to

which Company Subs are a party or by which they are bound obligating

Company Subs to issue, deliver or sell, or cause to be issued, delivered

or sold, additional shares of capital stock or other equity or voting

securities of Company Subs or obligating Company Subs to issue, grant,

extend or enter into any such security, option, warrant, call, right,

commitment, agreement, arrangement or undertaking. There are no

outstanding contractual obligations, commitments, understandings or

arrangements of Company Subs to repurchase, redeem or otherwise acquire

or make any payment in respect of any shares of capital stock of Company

Subs. There are no agreements or arrangements pursuant to which Company

Subs are or could be required to register shares of Company Common Stock

or other securities under the Securities Act of 1933, as amended (the

"Securities Act") or other agreements or arrangements with or among any

security holders of Company Subs with respect to securities of Company

Subs.

(d) Authority; Noncontravention. Each of the Company Subs has

the requisite corporate and other power and authority to enter into this

Agreement and to make the representations contained herein. This

Agreement has been duly executed and delivered by Company Subs and

constitutes a valid and binding obligation of Company Subs, enforceable

against Company Subs in accordance with its terms. The execution and

7

<PAGE>

delivery of this Agreement do not, and the consummation of the

transactions contemplated by this Agreement and compliance with the

provisions hereof will not, conflict with, or result in any breach or

violation of, or default (with or without notice or lapse of time, or

both) under, or give rise to a right of termination, cancellation or

acceleration of or "put" right with respect to any obligation or to loss

of a material benefit under, or result in the creation of any lien upon

any of the properties or assets of Company Subs under, (i) the Articles

of Incorporation or Bylaws of Company Subs, (ii) any loan or credit

agreement, note, bond, mortgage, indenture, lease or other agreement,

instrument, permit, concession, franchise or license applicable to

Company Subs, its properties or assets, or (iii) subject to the

governmental filings and other matters referred to in the following

sentence, any judgment, order, decree, statute, law, ordinance, rule,

regulation or arbitration award applicable to Company Subs, their

properties or assets. No consent, approval, order or authorization of,

or registration, declaration or filing with, or notice to, any federal,

state or local government or any court, administrative agency or

commission or other governmental authority, agency, domestic or foreign

(a "Governmental Entity"), is required by or with respect to Company

Subs in connection with the execution and delivery of this Agreement by

Company Subs or the consummation by Company Subs of the transactions

contemplated hereby, except, as set forth in the Company Disclosure

Schedule.

(e) Absence of Certain Changes or Events. Since June 30, 2007,

other than the ownership interest transfer to the Company, if

applicable, each of the Company Subs has conducted its business only in

the ordinary course consistent with past practice, and there is not and

has not been: (i) any material adverse change with respect to Company

Subs; (ii) any condition, event or occurrence which individually or in

the aggregate could reasonably be expected to have a material adverse

effect or give rise to a material adverse change with respect to Company

Subs; (iii) any event which, if it had taken place following the

execution of this Agreement, would not have been permitted by Section

4.01 without prior consent of Parent; or (iv) any condition, event or

occurrence which could reasonably be expected to prevent, hinder or

materially delay the ability of Company Subs to consummate the

transactions contemplated by this Agreement.

(f) Litigation; Labor Matters; Compliance with Laws.

(i) There is no suit, action or proceeding or

investigation pending or, to the knowledge of Company Subs,

threatened against or affecting Company Subs or any basis for

any such suit, action, proceeding or investigation that,

individually or in the aggregate, could reasonably be expected

to have a material adverse effect with respect to Company Subs

or prevent, hinder or materially delay the ability of Company

Subs to consummate the transactions contemplated by this

Agreement, nor is there any judgment, decree, injunction, rule

or order of any Governmental Entity or arbitrator outstanding

against Company Subs having, or which, insofar as reasonably

could be foreseen by Company Subs, in the future could have, any

such effect.

(ii) None of the Company Subs is a party to, or bound

by, any collective bargaining agreement, contract or other

agreement or understanding with a labor union or labor

8

<PAGE>

organization, nor is any the subject of any proceeding asserting

that it has committed an unfair labor practice or seeking to

compel it to bargain with any labor organization as to wages or

conditions of employment nor is there any strike, work stoppage

or other labor dispute involving it pending or, to its

knowledge, threatened, any of which could have a material

adverse effect with respect to Company Subs.

(iii) The conduct of the business of Company Subs

complies with all statutes, laws, regulations, ordinances,

rules, judgments, orders, decrees or arbitration awards

applicable thereto.

(g) Benefit Plans. None of the Company Subs is a party to any

collective bargaining agreement or any bonus, pension, profit sharing,

deferred compensation, incentive compensation, stock ownership, stock

purchase, phantom stock, retirement, vacation, severance, disability,

death benefit, hospitalization, medical or other plan, arrangement or

understanding (whether or not legally binding) under which it currently

has an obligation to provide benefits to any current or former employee,

officer or director of Company Subs (collectively, "Benefit Plans").

(h) Certain Employee Payments. None of the Company Subs is a

party to any employment agreement which could result in the payment to

any current, former or future director or employee of Company Subs of

any money or other property or rights or accelerate or provide any other

rights or benefits to any such employee or director as a result of the

transactions contemplated by this Agreement, whether or not (i) such

payment, acceleration or provision would constitute a "parachute

payment" (within the meaning of Section 280G of the Code), or (ii) some

other subsequent action or event would be required to cause such

payment, acceleration or provision to be triggered.

(i) Tax Returns and Tax Payments. Each of the Company Subs has

timely filed all Tax Returns required to be filed by it, has paid all

Taxes shown thereon to be due and has provided adequate reserves in its

financial statements for any Taxes that have not been paid, whether or

not shown as being due on any returns. No material claim for unpaid

Taxes has been made or become a lien against the property of Company

Subs or is being asserted against Company Subs, no audit of any Tax

Return of Company Subs is being conducted by a tax authority, and no

extension of the statute of limitations on the assessment of any Taxes

has been granted by Company Subs and is currently in effect. As used

herein, "taxes" shall mean all taxes of any kind, including, without

limitation, those on or measured by or referred to as income, gross

receipts, sales, use, ad valorem, franchise, profits, license,

withholding, payroll, employment, excise, severance, stamp, occupation,

premium value added, property or windfall profits taxes, customs, duties

or similar fees,, assessments or charges of any kind whatsoever,

together with any interest and any penalties, additions to tax or

additional amounts imposed by any governmental authority, domestic or

foreign. As used herein, "Tax Return" shall mean any return, report or

statement required to be filed with any governmental authority with

respect to Taxes.

9

<PAGE>

(j) Environmental Matters. Each of the Company Subs is in

material compliance with all applicable Environmental Laws.

"Environmental Laws" means all applicable federal, state and local

statutes, rules, regulations, ordinances, orders, decrees and common law

relating in any manner to contamination, pollution or protection of

human health or the environment, and similar state laws.

(k) Material Contract Defaults. None of the Company Subs is, nor

have they received any notice or has any knowledge that any other party

is, in default in any respect under any Material Contract; and there has

not occurred any event that with the lapse of time or the giving of

notice or both would constitute such a material default. For purposes of

this Agreement, a Material Contract means any contract, agreement or

commitment that is effective as of the Closing Date to which Company

Subs is a party (i) with expected receipts or expenditures in excess of

$100,000, (ii) requiring Company Subs to indemnify any person, (iii)

granting exclusive rights to any party, (iv) evidencing indebtedness for

borrowed or loaned money in excess of $100,000 or more, including

guarantees of such indebtedness, or (v) which, if breached by Company

Subs in such a manner would (A) permit any other party to cancel


 
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