EXHIBIT 10.7
STOCK PURCHASE AND SALE AGREEMENT
THIS STOCK PURCHASE AND SALE AGREEMENT ("Agreement") is entered into
this 8th day of April, 2005 by and between JOEY CANYON having an address of
0000 Xxxxxxxx Xxxxx, Xxxx Xxxx, XX (the "Buyer") and XXXXXX X. XXXXXX, having
an address of 000 X. Xxxxxxxxx Xxxx., Xxx. 000, Xxxxxxx Xxxxx, XX 00000
("Xxxxxx") and XXXXXXX XXXXXXX having an address of 00 Xxxxxxxx, Xxxxxxx,
Xxxxxxx, Xxxxxx X0X 0X0 ("Duxbury")(Xxxxxx and Duxbury are collectively the
"Sellers") and COMPOUND NATURAL FOODS, INC., a Nevada corporation (the
"Company") for those purposes in connection with which the Company is
specifically included herein (Buyer, Xxxxxx, Duxbury and the Company are
referred to herein individually as a "Party" and, collectively, as the
"Parties.")
RECITALS:
WHEREAS, Xxxxxx is the holder of record of 48 million shares of the
issued and outstanding common stock of the Company and Duxbury is the record
owner of 12 million shares of the issued and outstanding common stock of the
Company, which taken together represent approximately 91% of all the issued
and outstanding shares of common stock of the Company (the "Control
Securities"); and
WHEREAS, Buyer desires to purchase the Control Securities from Xxxxxx
and Euxbury, and Xxxxxx and Duxbury each desire to sell the component numbers
of the total number of Control Securities held by each of them to Buyer
pursuant to the terms and subject to the conditions set forth in this
Agreement.
NOW THEREFORE, in consideration of the premises, and the respective
agreements, covenants, representations and warranties of the Parties herein,
and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Article 1: -
"Best Efforts" - the efforts that a prudent Person desirous of achieving
a result would use in similar circumstances to ensure that such result is
achieved as expeditiously as possible, provided, however, that an obligation
to use Best Efforts under this Agreement does not require the Person subject
to that obligation to take actions that would result in a materially adverse
change in the benefits to such Person of this Agreement and the Contemplated
Transactions.
"Breach" - a "Breach" of a representation, warranty, covenant,
obligation, or other provision of this Agreement or any instrument delivered
pursuant to this Agreement will be deemed to have occurred if there is or has
been (a) any inaccuracy in or breach of, or any failure to perform or comply
with, such representation, warranty, covenant, obligation, or other
provision, or (b) any claim (by any Person) or other occurrence or
circumstance that is or was inconsistent with such representation, warranty,
covenant, obligation, or other provision, and the term "Breach" means any
such inaccuracy, breach, failure, claim, occurrence, or circumstance.
"Proceeding" - any action, arbitration, audit, hearing, investigation,
litigation, or suit (whether civil, criminal, administrative, investigative,
or informal) commenced, brought, conducted, or heard by or before, or
otherwise involving, any Governmental Body or arbitrator.
"Threatened" - a claim, Proceeding, dispute, action, or other matter
will be deemed to have been "Threatened" if any demand or statement has been
made (orally or in writing) or any notice has been given (orally or in
writing), or if any other event has occurred or any other circumstances
exist, that would lead a prudent Person to conclude that such a claim,
Proceeding, dispute, action, or other matter is likely to be asserted,
commenced, taken, or otherwise pursued in the future.
ARTICLE II
PURCHASE AND SALE OF CONTROL SECURITIES
Section 2.1 SALE OF CONTROL SECURITIES: Subject to the terms and
conditions set forth in this Agreement, Xxxxxx and Duxbury shall transfer and
convey 48 million shares and 12 million shares of the Control Securities,
respectively, to Buyer, free and clear of any and all liens, claims, and
encumbrances, whatsoever, and Buyer shall purchase the Control Securities
from Sellers (the "Transaction").
Section 2.2 CONSIDERATION. As payment for the sale, conveyance and
transfer of the Control Securities by Sellers to Buyer, Buyer shall deliver
the sum of TWO HUNDRED SIXTY THOUSAND NINE HUNDRED THIRTEEN AND 00/100
DOLLARS ($260,913) ("Purchase Price"), as follows:
(a) Upon Closing of the Transaction, Buyer shall deliver into
Escrow (defined below) the sum of TWO HUNDRED EIGHT THOUSAND SEVEN HUNDRED
THIRTY AND 40/100 DOLLARS ($208,730.40) in favor of Xxxxxx; and
(b) Upon Closing of the Transaction, Buyer shall deliver into
Escrow (defined below) the sum of FIFTY TWO THOUSAND ONE HUNDRED EIGHTY TWO
AND 60/100 DOLLARS ($52,182.60) in favor of Duxbury.
Section 2.3 ESCROW: All Control Securities purchased by Buyer herein,
and all Control Securities issued to Buyer following the Closing herein shall
be held in escrow ("Escrow") Xxxxx X. Xxxxxxx, Esq. ("Xxxxxxx") pursuant to
that certain escrow agreement by and among Xxxxxxx on the one hand as escrow
agent, and the other parties thereto on the other, the form of which is
attached hereto as Exhibit "A" ("Escrow Agreement").
Section 2.4 OTHER TRANSACTIONS. Upon the Closing of this Transaction,
Xxxxxx shall cause the amount of funds remaining as of said date in account
number 898002936 of Pure Natural, LLC at Bank of the West, Denver, CO, to be
transferred for the account of the Company and shall cause account number
898002936 of Pure Natural, LLC at Bank of the West, Denver, CO to be closed.
ARTICLE III
CONDITIONS OF CLOSING/DUE DILIGENCE
Section 3.1 CONDITIONS TO CONSUMMATION OF THE TRANSACTION. The
respective obligations of the Parties pursuant to this Transaction are
subject to: (i) the successful consummation of those certain other
transactions of even date hereof that are integrally related to this
Transaction, including (a) the transactions referred to in that certain Note
Purchase and Use of Proceeds Agreement among Buyer (in his capacity as
"Seller" therein), Xxxxxxx Xxxxxxxx ("Xxxxxxxx") and the Company (including a
Pledge and Security Agreement of Buyer securing Xxxxxxxx therein) providing
for, among other things, a loan by Xxxxxxxx to Buyer in the amount of
$400,000.00 which requires Buyer to cause the Company to pay over to
subsidiary Pure Nature, LLC, a Colorado limited liability company ("Pure
Nature"), sufficient funds to effectuate the simultaneous repayment of
amounts due to Xxxx Xxxxxxx ("Xxxxxxx") and Daxbury by Pure Nature,
aggregating $89,087.00, (b) that certain stock purchase transaction referred
to in that certain Stock Purchase and Sale Agreement between Xxxxxxxx and
Xxxx Xxxxxxx ("Xxxxxxx"), whereby Xxxxxxx shall sell one million free trading
shares of common stock of the Company to Xxxxxxxx for $100, and (c) the entry
into the Escrow Agreement by Xxxxxxx and the Parties thereto; and (ii) the
satisfaction of conditions customary to transactions of this type, including
without limitation, (a) execution of this Agreement by all Parties; (b) the
absence of any pledges, liens, security interests in or to, or any other
encumbrance of any nature whatsoever arising in connection with the Control
Securities (c) the absence of a material adverse change in the condition
(financial or otherwise), business, properties, assets or prospects of the
Company prior to closing, (d) the absence of pending or Threatened
litigation, investigations or other matters affecting the Company, the Buyer
or the Transaction.
Section 3.2 DUE DILIGENCE OBLIGATIONS OF SELLERS TO BUYER. Sellers shall
use their Best Efforts to provide, or cause to be provided, such necessary
information to Buyer in respect of the Company enabling him to complete due
diligence. Sellers have delivered or cause to be delivered to Buyer, the
following:
(a) All financial statements, tax returns and corporate record
books and minutes of the shareholders and directors of the Company from
inception to date, as such exist, although same are incomplete and
potentially inaccurate;
(b) Articles of Incorporation of the Company and a certificate of
good standing in respect of its charter;
(c) A complete shareholder's list;
(e) Form of transfer documents for the transfer of the Control
Securities from Sellers to Buyer.
Upon execution of this Agreement, Sellers shall deliver:
(a) List of all creditors, both past and current, of the Company
together with addresses and telephone numbers; and
Section 3.3 CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE: Buyer's
obligation to purchase the Control Securities and to take the other actions
required to be taken by Buyer at the Closing is subject to the satisfaction,
at or prior to the Closing, of each of the following conditions (any of which
may be waived by Buyers, in whole or in part):
(a) All representations and warranties of Sellers contained herein
being true at the time of Closing;
(b) From the date of this Agreement, there must not have been
commenced or Threatened against the Company, or against any person affiliated
with the Company, including Sellers, any Proceeding (i) involving any
challenge to, or seeking damages or other relief in connection with the
contemplated Transaction, (ii) involving the ability of the Company to
continue trading its securities, including the Control Securities in
compliance with the federal securities laws of the United States, or (iii)
that may have the effect of preventing, delaying, making illegal, or
otherwise interfering with the contemplated transactions.
Section 3.5 CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE:
Sellers' obligations to sell the Control Securities and to take the other
actions required to be taken by Sellers at the Closing is subject to the
satisfaction, at or prior to `the Closing, of each of the following
conditions (any of which may be waived by Sellers, in whole or in part):
(a) All representations and warranties of Buyer contained herein
being true at the time of Closing;
(b) Buyer shall have tendered the consideration as specified in
Section 2.2 of this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLERS
Sellers, jointly and severally, and where applicable the Company,
represent and warrant to Buyer that at the time of the execution of this
Agreement and at the Closing thereof
(a) MARKETABLE TITLE. The Sellers shall convey to Buyer good and
marketable title in and to the Control Securities, free and clear of any and
a11 1iens, claims, encumbrances, including, but not limited to, any and all
pledges and security interests, and all other defects of title of any type
whatsoever;
(b) AUTHORITY. The Sellers have the right, power, legal capacity and
authority to enter into and perform their respective obligations under this
Agreement and no approvals or consents of any persons or entities are
necessary in connection with it;
(c) OUTSTANDING CLAIMS, SUITS OR ACTIONS: Sellers are not aware of any
outstanding claims, suits or actions or potential claims, suits or actions in
connection with either of them, them collectively, the Transaction, and/or
the Company. Sellers have not been put on notice of default of any
obligation. Sellers are not aware of any individual suffering an injury on
the premises owned and operated by Company.
(d) CREDITORS AND LIABILITIES. There are no liens on assets, the Control
Securities, or obligations of Company, and that the Company has no
liabilities of any sort whatsoever which have not been disclosed or provided
to the Buyer in written due diligence documents presented by the Sellers to
the Buyer, and that all federal, state, and local, taxes (including, but not
limited to, sales and payroll taxes), assessments, fines, penalties, if any,
have been prepared, filed, and paid with the appropriate governmental
authorities up to and through the date of Closing, or if such returns have
not been filed, the Company has no taxable obligations. A list of all
creditors and liabilities is attached hereto as Schedule A.
(e) CONTRACTS. Neither the Company nor either of the Sellers are a party
to any agreement, contract, or understanding, oral or written, express or
implied, which would prevent them from lawfully entering into this Agreement
or which would create an obligation upon any of them as a result of this
Transaction. All employees, vendors, contractors and the like are "at will."
Seller has no contract with a business broker and is not obligated to pay a
business broker a commission as a result of this Transaction.
(f) FINANCIAL INFORMATION. Sellers have, or will have prior to Closing,
delivered all requested financial information regarding the Company,
including annual income tax returns, bank statements, and financial
statements, and such financial information when taken together as a whole is
true, complete, correct, and accurate, and there has been no material change
in the financial condition of the Company since the most recent financial
information provided. Notwithstanding anything in the forgoing sentence to
the contrary, to the extent the financial statements have erroneously
included in their disclosure asset and income items attributable to Pure
Nature under the assumption that Pure Nature had heretofore been combined
into the Company, representations as to the correctness and accuracy thereof
are hereby retracted. Moreover, Sellers make no representations or warranties
that such financial information is either complete or accurate.
(g) BOOKS AND RECORDS. The books of account, minute books, stock record
books, and other records of the Company, shall be delivered to the Buyer at
Closing. Sellers make no representations as to the completeness of such
records. Buyer agrees that he is buying the Securities "as is".
(h) TAXES Except as disclosed in due diligence, the Company has, filed,
or caused to be filed (on a timely basis since ) all tax returns that are or
were required to be filed pursuant to applicable legal requirements. The
Company has paid, or made provision for the payment of, all taxes that have
or may have become due pursuant to those tax returns or otherwise, or
pursuant to any assessment received by Seller or the Company. All tax returns
filed by the Company are true, correct, accurate, and complete. There is no
tax sharing agreement that will require any payment by the Company after the
date of this Agreement.
(i) NO MATERIAL ADVERSE CHANGE. Since the date of the initiation of
negotiations regarding this Transaction, there has not been any material
adverse change in the business, operations, properties, prospects, assets, or
condition of the Company (financial or otherwise), and no event has occurred
or circumstance exists that may result in such a material adverse change.
(j) DISCLOSURE: The representations and warranties of Sellers in this
Agreement, taken together as a whole, do not omit to state a material fact
necessary to make the statements herein or therein, in light of the
circumstances in which they were made, not misleading. There is no fact known
to Seller that has specific application to either of the Sellers or the
Company (other than general economic or industry conditions) and that
materially adversely affects the assets, business, prospects, financial
condition, or results of operations of the Company that has not been set
forth in this Agreement.
(k) NO PREFERRED SHARES ISSUED OR OUTSTANDING. The Company has not
issued any preferred shares of stock and no such preferred shares are
outstanding.
ARTICLE V
REPRESENTATION AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to Sellers that:
(a) Buyer is a sophisticated investor. The Buyer has the financial
ability to pay the consideration required at Closing and to bear the economic
risk of this investment in the Control Securities, has adequate means for
providing for the current needs and contingencies of the Buyer and has no
need for immediate liquidity with respect to the investment in the Control
Securities.
(b): He has
(i) evaluated the risks of a purchase of the Control Securities and
has relied solely upon his own investigation of the Company and the
information and representations made by the Sellers and the Company contained
herein this Agreement and any written information and documents provided to
Buyer by the Sellers and/or the Company;
(ii) been given the opportunity to ask questions of, and receive
answers from, the Company and Sellers concerning the terms and conditions of
the Control Securities and other matters pertaining to this investment, and
has been given the opportunity to obtain such additional information
necessary to verify the accuracy of the information contained in any
documents provided in order for the Buyer to evaluate the merits and risks of
the purchase of the Control Securities to the extent the Company or Sellers
possess such information or could acquire it without unreasonable efforts or
expense, and has not been furnished with any other offering literature upon
which the Buyer has relied;
(iii) not been furnished by Sellers with any oral or written
representation or oral or written information upon which the Buyer has relied
in connection with the offering of the Control Securities that is not
contained, or referred to, in this Agreement;
(iv) investigated the acquisition of the Control Securities to the
extent the Buyer has deemed necessary or desirable and the Company or Sellers
have provided the Buyer with any assistance the Buyer has requested in
connection herewith;
(v) determined that the Control Securities are a suitable
investment for the Buyer and that at this time the Buyer could bear a
complete loss of an investment in the Control Securities purchased hereby;
and
(vi) is experienced in transactions involving obtaining control of
companies such as the Company.
(c) The Buyer is not relying on the Sellers, or the Company, or any of
its affiliates, or this Agreement, with respect to the Buyer's tax
consequences with respect to the Buyer's purchase of the Control Securities.
(d) No federal or state agency has passed upon the Control Securities or
made any finding or determination as to the fairness of this investment.
(e) The Buyer is an individual over the age of 18 years and is
empowered, authorized and qualified to purchase the Control Securities, in
the manner contemplated in this Agreement.
(f) The Buyer has the right, power, legal capacity and authority to
enter into and perform his obligations under this Agreement and no approvals
or consents of any persons or entities are necessary in connection with such
actions.
ARTICLE VI
SPECIFIC CONTRACTS AND AGREEMENTS/NO SHOP PROVISION/
CONDUCT OF BUSINESS/CONFIDENTIALITY
Section 6.1 CERTAIN CONTRACTS CANCELLED: As of the date of Closing
certain contracts and agreements, whether oral or written, by and between the
Sellers and the Company shall be deemed cancelled and terminated and neither
of the Sellers nor the Company shall have any further rights or obligations
thereunder. In particular:
(a) Any employment agreements, stock purchase agreements, stock option
agreements, convertible instruments and outstanding warrants of any kind
whatsoever, by and between, or among, either of the Sellers and the Company;
and
(b) Any loan agreements, expense reimbursement agreements, payment
agreements, or monetary agreements of any kind whatsoever, by and between or
among, either of the Sellers and the Company.
Section 6.2 RESIGNATION FROM BOARD OF DIRECTORS, OFFICER POSITIONS AND
EMPLOYMENT: As of the date of Closing, Sellers shall resign from the Board of
Directors, as officers and employees, and from any and all other positions in
which Sellers have or may have with the Company. Immediately prior to such
resignation, Sellers shall elect, by consent in writing of the holders of a
majority of outstanding shares, Purchaser to the Board of Directors as the
sole Board member as of the: date of Closing.
Section 6.3 NO SHOP PROVISION. In order to induce Buyer to commit the
resources, forego other potential opportunities, and incur the legal,
accounting, and incidental expenses, necessary to evaluate the Transaction
described above, and to negotiate the terms of, and consummate, the
Transaction contemplated hereby, Sellers hereby agree that for a period
commencing upon the execution this Agreement and ending with the date of
Closing or such earlier date that Buyer notifies Sellers that as a result of
due diligence the Transaction shall not Close, Sellers shall not, directly or
indirectly, through any director, officer, employee, agent, affiliate,
representative (including, without limitation, investment bankers, attorneys,
and accountants) or otherwise, (i) solicit, initiate, or encourage submission
of proposals or offers from any third party or continue previously commenced
discussions, relating to any acquisition or purchase of all or a material
portion of Company's assets, or any equity interest in the Company or its
assets, or any transaction, consolidation, or business combination, with the
Company and/or its affiliates, or (ii) participate in any discussions or
negotiations regarding, or furnish to any person any information with respect
to, or otherwise cooperate in any way with, or assist or participate in,
facilitate or encourage, any effort or attempt by any person or entity to do
or seek any of the forgoing.
Section 6.4 CONDUCT OF BUSINESS Sellers shall cause the conduct of the
business of the Company to occur in the normal and ordinary course,
consistent with the present conduct of its business and previous practices,
shall not make and/or declare any dividend (cash and/or stock), redemption,
stock split (reverse or forward), and/or stock and/or cash distributions. In
addition, there shall be no material changes in salaries paid by the Company
(including, but not limited to, bonus plans and/or payments) prior to
Closing.
Section 6.5 EXPENSES. Each of the parties shall be responsible for their
own expenses in connection with this Agreement and consummation of the
Transactions contemplated hereby; provided, however, that Purchaser shall
pay, or cause to be paid by the Company, the legal fees of Xxxxx Xxxxxxx,
Esq. in connection with the analysis, structuring and drafting of this
Agreement.
Section 6.6 CONFIDENTIALITY Each of the Parties hereto agrees that ii:
shall not use, or permit the use of, any and all of the information relating
to the Sellers or the Buyer, respectively, furnished to each other in
connection with this Transaction ('`Confidential Information"), except
publicly available or freely usable material as otherwise obtained from
another source, in a manner or for a purpose detrimental to the Sellers or
the Buyer, as the case may be, or otherwise than in connection with this
Transaction. None of the Parties hereto shall, and each party shall cause its
directors, officers, employees, agents, affiliates, and representatives not
to, disclose, divulge, provide, or make accessible, or available, any and all
of the Confidential Information, in whole or in part, to any person or
entity, other than their respective and responsible officers, employees,
advisors, or attorneys, or otherwise as required by law or regulation. The
Parties acknowledge that until public announcement, the terms and existence
of this Agreement may be deemed material non-public information under the
Securities Exchange Act of 1934, and shall govern their activities
accordingly. Prior to Closing, neither party shall disclose the terms of this
Agreement to any other person or entity other than its advisors who are under
a legal or contractual obligation of confidentiality. Prior to Closing,
neither party shall disclose the existence of this Agreement except to such
advisors or as necessary in connection with due diligence under this
Agreement.
ARTICLE VII
INDEMNIFICATION
Section 7.1 INDEMNIFICATION BY SELLERS: Sellers, jointly and severally,
shall indemnify, save, defend and hold harmless Buyer from and against any
and all damages, costs, liabilities, and expenses, of any kind whatsoever
(including reasonable attorneys' fees) arising out of, or in connection with,
(a) any and all operations, activities, and events, of and/or impacting the
Company (which term "Company" includes its subsidiaries and affiliates (other
than Pure Nature, LLC)) occurring prior to the Closing; (b) any and all
Breaches of this Agreement by Sellers; and (c) any and all claims by a third
party relating to. Sellers' actions (or inactions, as the case may be) or
gross negligence; (d) any untrue statement or material fact represented and
warranted by Sellers hereunder or any omission of material information
necessary to make any representation made herein not misleading or (e) any
claim by any person or entity for any and all brokerage or finder's fees, or
commissions, or similar payments, based upon any agreement or understanding
(whether actual, or alleged to have been made by any such person or entity
with either Sellers or the Company (or any person acting on their behalf) in
connection with the contemplated Transaction or this Agreement.
Section 7.2 INDEMNIFICATION BY BUYER: Buyer (and, after Closing, the
Company jointly and severally with the Buyer) shall indemnify, save, defend
and hold harmless Sellers from and against any and all damages, costs,
liabilities, and expenses, of any kind whatsoever (including reasonable
attorneys' fees) arising directly out of (a) any and all activities and/or
operations of the Company and the Company's subsidiaries conducted after the
Closing; (b) any and all Breaches of this Agreement by Buyer; (c) any untrue
statement or material fact represented and warranted by Buyer hereunder or
any omission of material information necessary to make any representation
made herein not misleading or (d) any and all claims by a third party
relating to Buyer's and/or the Company's actions or gross negligence, not
also involving the actions or gross negligence of Sellers, occurring after
the Closing.
ARTICLE VIII
THE CLOSING
Section 8.1 SELLER OBLIGATIONS: At the time of the consummation of this
transaction (the "Closing"), Sellers shall deliver or cause to be delivered
to Buyer:
(a) One or more irrevocable stock powers duly executed by each of the
Sellers and medallion guaranteed to the Buyer in the name of Buyer;
(b) A resignation from the Board of Directors and appointment of new
Board of Directors as required in Section 6.2 hereof;
(c) All other instruments or documents as may be reasonably required to
consummate the Transaction contemplated by this Agreement; and
(d) Instruction by them or the Company to the transfer agent of the
Control Securities to re-issue the Control Securities strictly in accordance
with this Agreement and/or at the direction and request of the Buyer, to
provide for the Transactions contemplated herein.
Section 8.2 BUYER'S OBLIGATIONS: At the Closing, Buyers shall deliver to
Sellers the Purchase Price, allocated as between each of the Sellers as set
forth in Section 2.2. of this Agreement.
Section 8.3 THE CLOSING. The Closing shall occur on or before close of
business on April 8, 2005 or as soon thereafter as possible using reasonable
diligence and efforts. Closing may occur in counterparts as necessary.
ARTICLE IX
GENERAL PROVISIONS
Section 9.1 ASSIGNMENT. Sellers may not assign or transfer their
respective interests and/or rights under this Agreement without the prior
written consent of the Buyer. The Buyer may not assign this Agreement without
the consent of the Seller.
Section 9.2 BINDING EFFECT. This Agreement shall b e binding upon the
Parties hereto and their personal representatives, executors, heirs,
beneficiaries, distributees, successors, and permitted assigns, if any.
Section 9.3 NOTICES. Unless otherwise changed by written notice, any
notice or other communications required or permitted hereunder shall be
deemed given if sent facsimile, hand delivery or courier addressed to the
respective party at the address set forth in the initial paragraph of this
Agreement or by other means upon reasonable evidence that receipt of such
notice has been acknowledged.
Section 9.4: GOVERNING LAW. This Agreement shall be governed and
interpreted solely in accordance with the laws of the State of [Nevada]
[Colorado, and applicable U.S. federal law, if any, and in each case without
regard to their choice of laws principles.
Section 9.5: SURVIVAL OF REPRESENTATIONS. All agreements,
representations, covenants, and warranties, on the part of the Parties
contained herein, shall survive the Closing of this Agreement, and any
investigation made at any time with respect thereto, shall not merge into any
of the documents and instruments executed and delivered pursuant hereto, and
shall remain enforceable to the fullest extent permitted by law and/or
equity.
Section 9.6: ENTIRE AGREEMENT: This Agreement embodies the entire
agreement between the Parties hereto with respect to the subject matter
hereof, and supersedes all prior, and contemporaneous, negotiations,
agreements, and understandings, whether written or oral. This Agreement, nor
any provision herein, may not be changed, waived, discharged, or terminated,
except by an express written instrument signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the date first written above.
BUYER:
________________________________
Joey Canyon
XXXXXX:
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
COMPANY:
COMPOUND NATURAL FOODS, INC., a
Nevada corporation
By:/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
