EHIBIT EX-2.3
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 24th day of May
1999, by and between Far West Group, ("Seller") and New Pumpco,
("Purchaser");
WHEREAS, the Seller is the record owner and holder of the issued
and outstanding shares of the capital stock of Far West Pump Co,
("Corporation"), a Arizona corporation, which Corporation has
issued capital stock of 1,000 shares of $.01 par value common
stock, and
WHEREAS, the Purchaser desires to purchase 100.0% (one hundred
percent) or 1,000 shares of said stock and the Seller desires to
sell 100.0% of said stock, upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, and in order to
consummate the purchase and the sale of the Corporation's Stock
aforementioned, it is hereby agreed as follows:
1. PURCHASE AND SALE:
Subject to the terms and conditions hereinafter set forth, at the
closing of the transaction contemplated hereby, the Seller shall
sell, convey, transfer, and deliver to the Purchaser certificates
representing such stock; and the Purchaser shall purchase from
the Seller the Corporation's Stock in consideration of the
purchase price set forth in this Agreement. The certificates
representing the Corporation's Stock shall be duly endorsed for
transfer or accompanied by appropriate stock transfer powers duly
executed in blank, in either case with signatures guaranteed in
the customary fashion. The closing of the transactions
contemplated by this Agreement ("Closing"), shall be held at
10:00 AM, on May 24, 1999, at Seller s offices, or such other
place, date and time as the parties hereto may otherwise agree.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE.
Purchaser will assume a $200,000 Note Payable to Xxxxx Xxxxxx
currently owed by the Company and The Company will make an
additional payment of $70,000 in cash at financing to the Seller.
Such debt assumption and payment of additional consideration will
be in full satisfaction of 100% transfer of the former subsidiary
of the Company.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby warrants and represents:
(a) Organization and Standing.
Corporation is a Nevada corporation duly organized, validly
existing and in good standing under the laws of Nevada and has
the corporate power and authority to carry on its business as it
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is now being conducted. A copy of said Corporate Charter and
good standing certificate is hereby attached as exhibit "A".
(b) Restrictions on Stock.
The Seller is not a party to any agreement, written or oral,
creating rights in respect to the Corporation's Stock in any
third person or relating to the voting of the Corporation's
Stock.
Seller is the lawful owner of the Stock.
There are no existing warrants, options, stock purchase
agreements, redemption agreements, restrictions of any nature,
calls or rights to subscribe of any character relating to the
stock, nor are there any securities convertible into such stock.
The stock issued is in accordance with existing rules and
regulation and exemptions to the S.E.C. rules.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
Seller and Purchaser hereby represent and warrant that there has
been no act or omission by Seller, Purchaser or the Corporation
which would give rise to any valid claim against any of the
parties hereto for a brokerage commission, finder's fee, or other
like payment in connection with the transactions contemplated
hereby.
5. TITLE TO PROPERTIES AND ASSETS.
The Corporation has good, absolute and marketable title to all
its properties and assets.
To the best of the Seller s knowledge and belief, the Corporation
owns, possesses, and has good title to all copyrights,
trademarks, trademarks rights, patents, patent rights, and
licenses necessary in the conduct of its' business. To the best
of the Seller s knowledge and belief, the Corporation has the
unrestricted right to use all trade secrets, customer lists,
manufacturing and other processes incident to the manufacture,
use or sale of any and all products presently sold by it.
6. FINANCIAL STATEMENTS.
Attached hereto as exhibit "B" is a current financial statement
of the Corporation prepared by the Seller.
7. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement (including the exhibits
hereto and any written amendments hereof executed by the parties)
constitutes the entire Agreement and supersedes all prior
agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof.
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(b) Sections and Other Headings. The section and other headings
contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
(c) Governing Law. This agreement, and all transactions
contemplated hereby, shall be governed by, construed and enforced
in accordance with the laws of the State of Arizona.
IN WITNESS WHEREOF, this Agreement has been executed by each of
the individual parties hereto on the date first above written.
Signed, sealed and delivered in the presence of:
PURCHASER SELLER
New Pumpco Far West Group
By: /s/ X. Xxxxx By: /s/ Xxxxxx Xxxxxx
X. Xxxxx Xxxxxx Xxxxxx
President
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