STOCK PURCHASE AGREEMENT
This
stock purchase agreement dated January 3, 2007 by and between Accutone Inc.,
a
Pennsylvania Corporation with offices at 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx,
00000, hereafter referred to as “Seller,” and Xxxx Xxxxxxx, President of the
Company, with offices located at 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx, 00000,
hereafter referred to as “Buyer,” and Comprehensive Healthcare Solutions, a
Delaware corporation with offices located at 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx
Xxxx, 00000, the sole shareholder of Accutone, Inc.
Whereas,
Interstate Hearing Aid, Inc., hereafter “Interstate”, a Pennsylvania corporation
the shares of which are wholly owned by Seller; and
Whereas,
Interstate is insolvent, and which owes, among other obligations, in excess
of
$250,000 in federal and state withholding taxes for the years 2001 through
2006
Whereas,
Buyer
is desirous of obtaining all the issued and outstanding shares of stock and
assets of Interstate; and
Now
therefore in consideration of the mutual covenants herein contained, it is
hereto agreed by and between the parties as follows:
| 1. |
Purchase
Price-
The purchase price shall be the assumption by Buyer of, among other
obligations, in excess of $250,000 in federal and state withholding
taxes
for the years 2001 through 2006.
|
At
closing, Seller shall deliver to Buyer all the issued and outstanding shares
of
stock of Interstate or, in the event that the shares of stock are lost and
not
capable of delivery, an affidavit attesting to the fact that the shares have
not
been previously sold or pledged by delivery to any creditor or third
party.
| 2. |
Sellers
Warranty -
The Seller owns the stock of Interstate free and clear of all liens,
encumbrances, claims and charges of every kind. The Seller has the
full
right to transfer the said stock and assets to the Buyer free and clear
of
all liens, encumbrances, claims and other charges of every kind and
without violating any agreement or understanding to which the Seller
is
the party or by which it is bound. Seller has authorized this transaction
by act of its board of directors duly effectuated in accordance with
its
rules and bylaws and the signatory hereto has the authority to execute
all
documents necessary and appropriate to consummate same on Seller’s behalf.
|
3. Disclosure
- No
representation or warranty by the Seller in this Agreement or in any other
exhibit, list, certificate, or document contains or will contain any untrue
statement of material fact.
4. Indemnification
by the Seller -
The
Seller shall defend, indemnify and hold the Buyer harmless from and against
all
actual or potential claims, demands, liabilities, damages, losses, and out
of
pocket expenses including reasonable attorneys fees whether or not reduced
to
judgment, order or award caused by or rising out of the breach of any agreement
or any representation or warranty made by the Seller in this agreement, or
in
any exhibit, list, certificate, or document delivered by it pursuant hereto
and
Buyer shall have the right to offset against any monies owed to
Seller.
5. Indemnification
by the Buyer -
The
Buyer shall defend, indemnify and hold the Seller harmless from and against
all
actual or potential claims, demands, liabilities, damages, losses, and out
of
pocket expenses including reasonable attorneys fees whether or not reduced
to
judgment, order or award caused by or rising out of the breach of any agreement
or any representation or warranty made by the Buyer in this agreement, or in
any
exhibit, list, certificate, or document delivered by it pursuant hereto and
Seller shall have the right to offset against any monies owed to
Buyer
6. Inspection
- Buyer
has had adequate opportunity to inspect the books and records of Interstate
and
to perform any due diligence Buyer may wish, and Buyer is satisfied with the
condition of the corporation organizationally, financially and otherwise, and
Buyer takes title to the shares of stock and assumes control of the Interstate
corporate entity, in “as is” condition with no representations or warranties by
Seller of any kind as to the condition of the business of the Interstate entity.
Buyer affirms and acknowledges that he has not relied upon any representation,
warranties, evaluations, assessments, or promises of any kind by any person
or
entity associated with Seller in electing to purchase the shares of Interstate,
except for the representations explicitly made in this agreement.
7. Further
Assurances
- Each
of the parties will, at the request of the Buyer, from time to time, execute
and
deliver such further instruments and will take other actions reasonably required
to consummate the transactions contemplated by this Agreement.
8. Governing
Law -
This
Agreement shall be governed by construed, and enforced in accordance with the
laws of the Commonwealth of Pennsylvania.
9. Headings
for Reference Only -
The
section and paragraph headings in this Agreement are for convenience of
reference only and shall not be deemed to modify or limit the terms of this
Agreement.
10. Notices
-
Any
notice, communication, demand, or other writing required or permitted to be
given, made or accepted by any party to this Agreement shall be given by
personal delivery or by depositing the same in the United States mail, properly
addressed, postage pre-paid and registered or certified with return receipt
requested. A notice given by personal delivery shall be effective upon delivery,
and a notice given by registered or certified mail shall be deemed effective
on
the second day after such deposit. For a notice given in accordance herewith
as
follows:
If
to the
Buyer, 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx, 00000 If
to the
Seller, 00 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx, 00000
11. Entire
Agreement and Amendment
- Heirs
and Assigns - This Agreement states the entire Agreement reached between the
parties hereto with respect to the transactions contemplated, and supersedes
all
prior or contemporaneous agreements, understandings, representations and
warranties between the parties and may not be amended accept by written
instrument executed by the parties hereto. This Agreement shall inure to the
benefit to the respective parties, their heirs and assigns.
IN
WITNESS WHEREOF, the parties have delivered and executed this Agreement on
the
day and year first above written.
ACCUTONE
- SELLER XXXX
X. XXXXXXX, BUYER
By:
/s/
Xxxx Xxxxxxx By:
/s/
Xxxx Xxxxxxx
XXXX
XXXXXXX XXXX
XXXXXXX, BUYER
COMPREHENSIVE
HEALTHCARE SOLUTIONS, INC.
By: /s/
Xxxx Xxxxxxx
XXXX
XXXXXXX
