Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By: /S/ Gregx Xxxxxxx ------------------------------ Gregx Xxxxxxx, Xxesident ADVANCED ROOFING, INC. By: /s/ ------------------------------
Deferred Income Taxes. 22 LIST OF EXHIBITS Exhibit A - Stockholders Exhibit B - Escrow Agreement Exhibit C - Lock-Up Agreement Exhibit D - Representations and Warranties of the Company and Thomxx X. Xxxxx, Xx. Xxhibit E - Representations and Warranties of each Stockholder Exhibit F - Representations and Warranties of GRS Exhibit G - Employment Agreement for Thomxx X. Xxxxx, Xx. Xxhibit H - Employment Agreement for Terrx Xxxxx Xxhibit I - Opinion of Bakex & XcKexxxx Xxhibit J - Opinion of Williams, Williams, Ruby & Plunxxxx, X.C. STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 13, 1998, by and among (i) General Roofing Services, Inc. a Florida corporation (the "Buyer" or "GRS"),(ii) Wrigxx-Xxxxx Xxxfing Company, a Michigan corporation (the "Company"), and (iii) all of the stockholders of the Company (each, a "Stockholder" and collectively, the "Stockholders").
Deferred Income Taxes. All receivables and credits attributable to Seller's income taxes;
Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By:/s/ Gregx Xxxxxxx ---------------------------------------- Gregx Xxxxxxx, Xxesident WRIGXX-XXXXX XXXFING COMPANY By:/s/ Thomxx X. Xxxxx, Xx. ---------------------------------------- Thomxx X. Xxxxx, Xx. President STOCKHOLDERS: /s/ Thomxx X. Xxxxx, Xx. ------------------------------------------- Thomxx X. Xxxxx, Xx. /s/ Lawrxxxx X. Xxxxxx ------------------------------------------- Lawrxxxx X. Xxxxxx /s/ Jamex Xxxxx ------------------------------------------- Jamex Xxxxx /s/ Terrx X. Xxxxx ------------------------------------------- Terrx X. Xxxxx EXHIBIT A Number of Shares Of Company Common Stock Percentage of Name Purchased Ownership ---- ----------------------- ------------- Thomxx X. Xxxxx, Xx., Xxustee Thomxx X. Xxxxx, Xx. Xxxocable Living Trust U/T/A 09/16/80 4,750 95% Lawrxxxx X. Xxxxxx 75 1.5% Jamex Xxxxx 75 1.5% Terrx X. Xxxxx 100 2.0% Total 5,000 100% EXHIBIT D
Deferred Income Taxes. 21 LIST OF EXHIBITS Exhibit A - Stockholders Exhibit B - Escrow Agreement Exhibit C - Lock-Up Agreement Exhibit D - Representations and Warranties of the Company and the Stockholders Exhibit E - Representations and Warranties of each Stockholder Exhibit F - Representations and Warranties of GRS Exhibit G - Employment Agreement for Stepxxx Xxxxxxx Xxhibit H - Employment Agreement for Donaxx Xxxxxxx Xxhibit I - Noncompetition Agreement for Leslxx Xxxxxxx Xxhibit J - Noncompetition Agreement for Marixxx Xxxxxxx Xxhibit K - Opinion of Bakex & XcKexxxx Xxhibit L - Opinion of Dale & Xke P.C.
Deferred Income Taxes. Represents an adjustment to deferred income taxes, which was calculated using a blended 24.75% U.S. federal, state and local statutory tax rate, net of federal tax benefit, multiplied by the fair value adjustments made to assets acquired and liabilities assumed, excluding goodwill, as calculated below (in thousands): Intangible assets identified $ 201,000 Historic tax basis of intangible assets (113,816 ) Increase in intangible assets not deductible 87,184 Increase in fair value of inventory acquired 1,455 Total fair value adjustment 88,639 Blended U.S. federal, state and local statutory tax rate, net of federal tax benefit 24.8 % Pro forma deferred income tax adjustment $ 21,938
Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By:/s/ Gregx Xxxxxxx ------------------------------------- Gregx Xxxxxxx, Xxesident ANTHXXX XXXFING, LTD. By:/s/ Joel X. Xxxxxxxx ------------------------------------- Joel X. Xxxxxxxx, Xxesident STOCKHOLDERS: /s/ Joel X. Xxxxxxxx ------------------------------------- Joel X. Xxxxxxxx /s/ Ann X. Xxxxxxxx ------------------------------------- Ann X. Xxxxxxxx
Deferred Income Taxes. The adjustment reflects the recognition of $0.6 million as a deferred tax asset related to the $1.6 million in transaction fees that will be amortized for tax purposes. The offset to the deferred tax asset is a reduction in income taxes receivable.
Deferred Income Taxes. 19 LIST OF EXHIBITS Exhibit A - Shareholder Exhibit B - Escrow Agreement Exhibit C - Lock-Up Agreement Exhibit D - Representations and Warranties of the Companies and the Shareholder Exhibit E - Representations and Warranties of the Shareholder Exhibit F - Representations and Warranties of GRS STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of May 25, 1998, by and among (i) General Roofing Services, Inc., a Florida corporation (the "Buyer" or "GRS"),(ii) GRI of South Florida, Inc., GRI of Orlando, Inc., GRI of West Florida, Inc., Dakota Leasing, Inc. and General Roofing Acquisition Corp., each a Florida corporation (collectively, the "Companies" and individually, a "Company"), and (iii) the sole shareholder of each of the Companies (the "Shareholder").
Deferred Income Taxes. The term "Deferred Income Taxes" shall mean the deferred tax assets and liabilities required to be recorded under GAAP to reflect the tax effect of temporary differences between the financial statements carrying values and the tax bases of assets and liabilities. * * * * * [remainder of page intentionally left blank] EXECUTED as of the date first written above. GENERAL ROOFING SERVICES, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GRI OF WEST FLORIDA, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident DAKOTA LEASING, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GENERAL ROOFING ACQUISITION CORP. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GRI OF SOUTH FLORIDA, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident GRI OF ORLANDO, INC. By:/s/ Gregx X. Xxxxxxx ---------------------------------------- Gregx X. Xxxxxxx, Xxesident SHAREHOLDER: /s/ Gregx X. Xxxxxxx ------------------------------------------- Gregx X. Xxxxxxx EXHIBIT A Shares of Common Name of Company Stock Outstanding --------------- ----------------- GRI of South Florida, Inc...........................................100 GRI of Orlando, Inc.................................................100 GRI of West Florida, Inc............................................500 Dakota Leasing, Inc.................................................500 General Roofing Acquisition Corp....................................500 EXHIBIT D
