STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), entered into as of November 2, 2023 but made effective as of October 1, 2023 (the “Effective Date”), is made by and among, the undersigned shareholders (collectively, the “Sellers,” and each, a “Seller”) of Xxxxx Environmental Compliance, Inc., a Colorado corporation (the “Company”), and PERC Water Corporation, a California corporation (the “Buyer”).
RECITALS
AThe Sellers collectively own 100 shares (the “Purchased Shares”) of common stock, nil par value per share, of the Company, constituting 100% of the outstanding capital stock of the Company.
B.The Buyer desires to purchase from the Sellers, and the Sellers desire to sell to Buyer, the Purchased Shares, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
PURCHASE AND SALE
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Employment Agreements). The Closing Date Purchase Price is subject to adjustment after Closing as set forth in Section 2.04 below.
THE CLOSING; CLOSING ADJUSTMENT
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The Sellers represent and warrant to the Buyer that the statements in this ARTICLE III are correct as of the Effective Date and the Closing Date except as set forth in the schedules accompanying this ARTICLE III (collectively, the “Disclosure Schedules”).
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shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of capital stock of the Company.
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Except as identified on Schedule 3.09(a) with respect to limitations imposed by confidentiality commitments under applicable law, true and complete copies of each written Contract listed on Schedule 3.09(a) have been made available to the Buyer (including all modifications, amendments and supplements thereto).
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compliance with the terms and conditions of such agreements. Except as set forth on Schedule 3.10, no interest in the Company’s Intellectual Property has been assigned, transferred, licensed or sublicensed by the Company or the Sellers to any Person other than in the ordinary course of the Company’s business. Except as disclosed on Schedule 3.10, (i) neither the Company nor any Person acting on the Company’s behalf has disclosed, delivered or licensed to any Person, agreed to disclose, deliver or license to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any source code owned by the Company and included in any Products (“Company Source Code”), and (ii) to the Sellers’ Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) will, or would reasonably be expected to, result in the disclosure or delivery by or on behalf of the Company of any Company Source Code. Schedule 3.10 lists all Products that are or contains open source software or software that is distributed under a licensing or distribution model that requires, as a condition of use, modification and/or distribution of such software (or other software incorporated into, derived from or distributed with such software) that the software be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no or minimal charge (including but not limited to the GNU General Public License) that (i) the Company licenses to a third party in connection with the Business; (ii) the Company provides on a software-as-a-service or similar basis in connection with the Business; or (iii) is otherwise incorporated into, combined with, or distributed in conjunction with any Products in connection with the Business (collectively, “Incorporated Open Source Software”) and identifies the software and the type of license or distribution model governing its use. The Company’s use and/or distribution of each component of Incorporated Open Source Software with or in any Products complies with all material provisions of the applicable license agreement, and in no case does such use or distribution give rise under such license agreement to any obligation to disclose or distribute any Company Source Code in source code form, to license any such Company Source Code or other Intellectual Property owned by the Company for the purpose of making derivative works, or to distribute any such Company Source Code owned by the Company without charge.
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The Sellers (jointly and severally) hereby represent and warrant to the Buyer as of the Effective Date and the date of this Agreement as follows:
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which the property of such Seller is bound or affected, or (b) violate any laws, regulations, orders or judgments applicable to such Seller.
The Buyer hereby represents and warrants to the Sellers as follows:
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a distribution of such Purchased Shares or any part thereof. The Buyer acknowledges that the Purchased Shares have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or an exemption from such registration is available. The Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act. The Buyer (i) is offering to purchase and purchasing the Purchased Shares after having made an investigation of the business, finances and prospects of the Company, (ii) has been furnished information and materials relating to the business, finances and operation of the Company in response to its inquiries; (iii) has been given an opportunity to make any further inquiries desired of the Seller, management and any other personnel of the Company and has received responses to such inquiries that it deems satisfactory, and (iv) understands that it must bear the economic risk of the investment represented by the purchase of the Purchased Shares for an indefinite period.
COVENANTS OF THE PARTIES
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compensation information, sales plans and strategies, pricing and other terms applicable to transactions between existing and prospective customers, suppliers or business associates, (c) market research and databases, sources of leads and methods of obtaining new business, and methods of purchasing, marketing, selling, performing and pricing products and services employed by the Company, (d) information concerning the configuration and architecture, technical data, networks, methods, practices, standards and capacities of the Company’s information systems, software and other intellectual property, (e) information identified as confidential or proprietary in internal documents of the Company, and (f) all information that is or would be a trade secret or other proprietary intellectual property of the Company (the “Confidential Information”), and hereby agrees to not disclose such Confidential Information to anyone other than the other parties hereto, except with the express written consent of Buyer, except as required by applicable law or except in connection with disputes over the terms of, or to enforce such party’s rights with respect to the Company or rights under this Agreement or any Other Transaction Document; provided, however, that the Sellers may disclose relevant Confidential Information to such party’s attorney, accountant or other representative, so long as such party advises that such information shall be kept confidential, such party hereby agreeing to be responsible for any breach of this covenant by such attorney, accountant or other representative; and provided further that the term “Confidential Information” shall not include any information which (a) becomes publicly known through no wrongful act of any party as a result of being readily ascertainable from public or published information, or trade sources, or (b) is received from a third party not under an obligation to keep such information confidential. Each Seller acknowledges that the success of the Company after the Effective Date depends upon the continued preservation of the confidentiality of certain information possessed by such Seller, that the preservation of the confidentiality of such information by such Seller is an essential premise of the bargain between the parties, and that Buyer would be unwilling to enter into this Agreement in the absence of this Section 6.02.
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3.16 (Broker Fees), Section 4.01 (Authority), Section 4.03 (Purchased Shares), Section 4.06 (Brokers or Finders), Section 5.01 (Organization and Standing), Section 5.02 (Authorization and Binding Obligations), Section 5.03 (No Contravention) and Section 5.05 (Brokers or Finders) (the “Fundamental Representations”), which shall survive until the latter of (a) the expiration of the applicable statutes of limitations and (b) 36 months from the Closing Date, and (ii) as to any matters with respect to which a bona fide written claim shall have been made or action at law or in equity shall have been commenced before such date, in which event survival shall continue (but only with respect to, and to the extent of, such claim). Any claims or matters made or brought with respect to such representations, warranties and covenants and other agreements (including any closing certificate delivered pursuant hereto) after the expiration of such provision as set forth above in this Section 7.01 shall be deemed barred under this ARTICLE VII.
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hereunder to provide notice of any such knowledge under Section 6.06. Notwithstanding any provision of this Agreement or any other agreement between the parties to the contrary, in no event shall Sellers have any obligation hereunder or otherwise, to indemnify and hold Buyer harmless from and against any Damages suffered or incurred directly or indirectly, as a result of or arising from any breach of any representation or warranty of the Sellers under this Agreement, or any breach by the Sellers of any of its covenants or other agreements set for in this Agreement, if and to the extent all or any part of such Damages are covered by insurance maintained by Buyer or the Company (and in each such case, the insured under such policy must first make good faith and diligent efforts to promptly claim and recover against the applicable insurer for any such matters).
DEFINITIONS
“Action” means any action, lawsuit, arbitration, government audit, government notice of violation, proceeding, litigation or government investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.
“Affiliate” of any particular Person means (1) any Person, other than an individual, owning directly, or indirectly controlling, at least fifty percent (50%) of the stock entitled to vote for election of directors of the subject Person, (2) any Person, other than an individual, owned or directly controlled by the subject Person through ownership of at least fifty percent (50%) of the stock entitled to vote for election of directors or any other entity actually controlled by the subject Person, or (3) any Person (other than the subject Person) owned or directly controlled by the Person mentioned in (1) above, through ownership of at least fifty percent (50%) of the stock entitled to vote for election of directors.
“Agreement” has the meaning set forth in the preamble.
“Anti-Corruption Laws” has the meaning set forth in Section 3.15(c).
“Audited Financial Statements” has the meaning set forth in Section 3.05(a).
“Basket” has the meaning set forth in Section 7.04(a)(i).
“Business” means the businesses operated by the Company as of the Effective Date and the Closing Date.
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“Business Day” means any day other than a Saturday, Sunday, or a day on which the Miami branch of the Federal Reserve Bank of Atlanta is closed.
“Buyer” has the meaning set forth in the preamble.
“Buyer Indemnified Persons” has the meaning set forth in Section 7.02.
“Cap” has the meaning set forth in Section 7.04(a)(ii).
“Closing” has the meaning set forth in Section 2.01.
“Closing Date” has the meaning set forth in Section 2.01.
“Closing Date Purchase Price” has the meaning set forth in Section 1.02.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” has the meaning set forth in the preamble.
“Company Source Code” has the meaning set forth in Section 3.10.
“Competing Seller” has the meaning set forth in Section 6.03(a)(1).
“Competitive Activity” has the meaning set forth in Section 6.03(a).
“Computer System” has the meaning set forth in Section 3.21.
“Confidential Information” has the meaning set forth in Section 6.02.
“Confidentiality Agreement” has the meaning set forth in Section 2.02(a).
“Contract” means any agreement, contract, lease, deed, license, instrument, note, indenture, obligation, or other legally binding commitment of a Person entered into with a third party, whether written or oral, to which such Person is bound or to which such Person’s assets or properties are subject and any amendments or supplements thereto.
“Current Assets” means the current assets of the Company as of the Effective Date determined in accordance with and based upon GAAP, excluding (i) amounts owed by any Seller and any accrued interest thereon, (ii) equipment and accumulated depreciation, (iii) office and computer equipment and accumulated depreciation, (iv) leasehold improvements and accumulated depreciation, and (vi) building and accumulated depreciation.
“Current Liabilities” means the current liabilities of the Company as of the Effective Date determined in accordance with and based upon GAAP, including accruals for accounts payable and credit card obligations, but excluding estimated transaction expenses.
“Damages” has the meaning set forth in 0.
“Disclosure Schedules” has the meaning set forth in ARTICLE IV.
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“Dollars” means the lawful currency of the United States of America.
“Effective Date” has the meaning set forth in the preamble.
“Effective Date Working Capital” means Current Assets less Current Liabilities, determined as of the close of business on the Effective Date.
“Effective Date Working Capital Statement” has the meaning set forth in Section 2.04(b)(i).
“Employment Agreements” has the meaning set forth in Section 2.02(a).
“Encumbrance” means any lien, pledge, mortgage, deed of trust, restriction, security interest, charge, claim, easement, encroachment, condition, equitable interest, option, right of way, right of first refusal or other similar encumbrance.
“Environmental Laws” means any applicable Law, and any order from any Government Body or binding agreement with any Governmental Body: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Substances. The term “Environmental Law” includes the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means a corporation or other person, firm or entity which, together with the Company, would be deemed to be a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.
“Financial Statements” has the meaning set forth in Section 3.05(a).
“Fundamental Representations” has the meaning set forth in Section 7.01.
“GAAP” means United States generally accepted accounting principles.
“Good Faith Defense” has the meaning set forth in Section 7.05(a).
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“Governmental Body” means any (a) federal, state, local, municipal, foreign, or other government, or (b) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization or regulatory body, and any court, arbitrator, or other similar governmental or quasi-governmental tribunal).
“Government Official” means any (i) officer or employee of a Governmental Body or instrumentality thereof (including any state-owned or state-controlled enterprise) or of a public international organization, (ii) candidate for political office or official of any political party, (iii) person acting for or on behalf of any Governmental Body or instrumentality thereof.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination, decision, ruling, memorandum of understanding or award entered, issued made or rendered by or with any Governmental Body.
“Hazardous Substances” means any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is toxic, ignitable, reactive, corrosive, radioactive or caustic (including, petroleum, its derivatives, by-products and other hydrocarbons, poly-chlorinated bi-phenyls and asbestos), or regulated or defined as a hazardous substance, contaminant, toxic substance, toxic pollutant, hazardous waste, special waste, or pollutant pursuant to Environmental Laws.
“Incorporated Open Source Software” has the meaning set forth in Section 3.10.
“Indebtedness” means, as of any particular time, without duplication (i) the amount of all obligations for borrowed money, (ii) all liabilities evidenced by bonds, debentures, promissory notes, or other similar instruments or debt securities, (iii) all obligations, contingent or otherwise, in respect of any letters of credit or similar instruments (in each case to the extent drawn), (iv) all guarantees of the obligations of another Person with respect to any of the foregoing, (v) all obligations for or assumed as the deferred purchase price of property or services, and all interest thereon and fees and other expenses related thereto excluding open materials commitments (vi) all liabilities related to any unfunded or underfunded employee pension plan within the meaning of Section 3(2) of ERISA, and all interest thereon and fees and other expenses related thereto, and (vii) severance or other amounts payable to any employee terminated at or prior to Closing and all interest thereon and fees and other expenses related thereto; provided, however, Indebtedness shall in no event include any item that is accounted for in the Latest Balance Sheet.
“Indemnified Event” has the meaning set forth in Section 7.07.
“Indemnified Party” has the meaning set forth in Section 7.05(a).
“Indemnifying Party” has the meaning set forth in Section 7.05(a).
“Indemnity Claim” has the meaning set forth in Section 7.05.
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“Independent Accountant” means an accounting firm of national reputation independent from both the Buyer and the Sellers selected by Xxxxxx LLP to resolve any dispute regarding the Effective Date Working Capital Statement under Section 2.04(b)(v).
“Insurance Policies” has the meaning set forth in Section 3.13.
“Intellectual Property” means all of the following, including such of the following that is owned by the Company and in which the Company holds exclusive or non-exclusive rights or interests granted by license from other Persons, including the Sellers: (i) domestic and foreign patents, patent applications and patent or invention disclosures; (ii) registered and unregistered trademarks, registered and unregistered service marks, trade dress, trade names, brand names, corporate names, Internet domain names and other identifiers of source or goodwill, together with all goodwill associated with each of the foregoing; (iii) registered and unregistered copyrights; (iv) Software; (v) trade secrets, know-how, quality control, methods, processes and other confidential and proprietary information; (vi) registrations and applications for any of the foregoing; and (vii) and other similar know-how or intangible properties that are used by the Company for ownership, management or operation and the conduct of the Business.
“Inventory” means all goods, merchandise and other personal property owned and held for sale by the Company, and all raw materials, works-in-process, materials and supplies of every nature owned by the Company which contribute to the finished products of the Company in the ordinary course of its business.
“Knowledge” or any similar phrase with respect to the knowledge of the Buyer shall mean the knowledge of any executive officer or director of the Buyer, and an individual shall be deemed to have “knowledge” of a particular fact, circumstance or other matter if: (i) such person is actually aware of such fact, circumstance or matter or (ii) an individual could have obtained such fact, circumstance or matter through a reasonable inquiry concerning the truth or existence of such fact, circumstance or other matter.
“Knowledge of the Sellers” or the “Sellers’ Knowledge” or any similar phrase with respect to the knowledge of the Sellers shall mean the knowledge of any executive officer or director of the Company, including the Sellers, and an individual shall be deemed to have “knowledge” of a particular fact, circumstance or other matter if: (i) such person is actually aware of such fact, circumstance or matter or (ii) an individual could have obtained such fact, circumstance or matter through a reasonable inquiry and was alerted or otherwise had an obligation to make such inquiry concerning the truth or existence of such fact, circumstance or other matter.
“Latest Balance Sheet” has the meaning set forth in Section 3.05(a).
“Law” means any law, rule, regulation, ordinance, judgment, injunction, order, decree, administrative requirement, or other restriction of any Governmental Body, as enacted or promulgated and in effect on or prior to the Closing Date.
“Liabilities” has the meaning set forth in Section 3.05(b).
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“Lien” means any lien (statutory or other), Encumbrance, security interest, purchase option, easement, encroachment of real property, right of first refusal, pledge, charging order, mortgage, deed of trust or other similar encumbrance or claim.
“Major Customers” has the meaning set forth in Section 3.19(a).
“Major Suppliers” has the meaning set forth in Section 3.19(b).
“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, financial condition, assets, liabilities, or prospects of the Company, or (b) the ability of the Sellers to consummate the transactions contemplated in an agreement on a timely basis other than changes in the following: (i) general market, economic or political conditions; and (ii) acts of terrorism or war (whether or not declared), except, in each case, to the extent such changes cause a disproportionate and negative effect on or change to a Person as compared to the industry in which such Person operates as a whole.
“Materiality Qualifier” has the meaning set forth in Section 7.05(d).
“Notice of Claim” has the meaning set forth in Section 7.05(a).
“Notice of Proposed Activity” has the meaning set forth in Section 6.03(a)(1).
“Organizational Documents” means the Articles of Incorporation and bylaws (or equivalent governing instruments required or contemplated by applicable Law), as currently in force and effect, of the Company.
“Other Transaction Documents” means the Employment Agreements and the Confidentiality Agreement.
“Parent” means Consolidated Water Co. Ltd.
“Permits” has the meaning set forth in Section 3.15(a).
“Permitted Liens” means (i) Liens securing liabilities which are reflected or reserved against in the Latest Balance Sheet to the extent so reflected or reserved; (ii) Liens for Taxes not yet due and payable or which are being contested in good faith and by appropriate proceedings; (iii) mechanic’s, materialmen’s and similar Liens securing obligations not yet delinquent; (iv) purchase money Liens and Liens securing rental payments under capital lease arrangements; and (v) (A) zoning, building codes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Body and (B) easements, covenants, conditions, restrictions and other similar matters of record affecting title to real property which, in the case of subclauses (A) and (B) of this clause (v), are not violated by the current use or occupancy of such real property or the operation of the Business.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Body.
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“Plan” has the meaning set forth in Section 3.12(a).
“Post-Closing Adjustment” has the meaning set forth in Section 2.04(b)(vi).
“Product” means each product, process, application or service manufactured, licensed, distributed, performed, or sold by the Company (or any Affiliate thereof with respect to the Business) within the past five (5) years and any other products in which the Company (or any Affiliate thereof with respect to the Business) has or had any proprietary rights within the past five (5) years.
“Purchased Shares” has the meaning set forth in the recitals.
“Real Property” has the meaning set forth in Section 3.07(b).
“Records” has the meaning set forth in Section 2.02(e).
“Related Party” means (i) any Seller or any officer or director of the Company, (ii) any spouse, former spouse, child (natural or adopted), parent, parent of a spouse, sibling or grandchild of any of the Persons listed in clause (i) above, (iii) any Affiliate of any of the Persons listed in clause (i) or (ii) above (other than the Company), (iv) any corporation or organization of which such Person listed in clause (i) or (ii) above is an officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities, other than of the Company, and (v) any trust or other estate in which any of the Persons listed in clause (i) or (ii) above has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, other than of the Company.
“Release” means any manner of spilling, leaking, dumping, discharging, releasing, migrating or emitting, as any of such terms may further be defined in any Environmental Law, into or through any medium including ground water, surface water, land, soil or air.
“Restricted Period” has the meaning set forth in Section 6.03(a).
“Restrictive Covenants” has the meaning set forth in Section 6.03(c).
“Securities Act” means the Securities Act of 1933, as amended.
“Seller” has the meaning set forth in the preamble.
“Software” means computer software, applications and databases, together with, as applicable, object code, source code, firmware and embedded versions thereof and documentation related thereto.
“Stock of the Company” means the shares of common stock of the Company, nil par value per share.
“Target Working Capital” has the meaning set forth in Section 2.04(a).
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“Tax” or “Taxes” includes (1) any federal, state, local or foreign income, capital, franchise, import, value added, estimated, alternative minimum, sales, use, transfer, registration, excise, stamp, windfall profit, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, unclaimed property, escheat or other tax of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, and (2) any liability for the payment of any amounts of the type described in (1) as a result of being a member of a consolidated, combined, unitary or aggregate group for any taxable period.
“Tax Proceedings” means any audit, claim for refund or contest or defense against any assessment, notice of deficiency, or other proposed adjustment relating to any and all Taxes of the Company.
“Tax Returns” means returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or collection of any Taxes of any party.
“Territory” has the meaning set forth in Section 6.03(a).
“Third Party Claim” has the meaning set forth in Section 7.05(a).
“Transitioned Employees” has the meaning set forth in Section 6.05.
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MISCELLANEOUS
Notices to the Buyer:
PERC Water Corporation
c/o Consolidated Water U.S. Holdings, Inc.
Attn: Xxxxxxxxx X. XxXxxxxxx, President
0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxxxx 00000
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Telephone: (000) 000-0000
Email: xxxxxxxxxx@xxxx.xxx
With a copy (which shall not constitute notice) to:
Xxxxx Xxxxxx LLP
Attn: Xxxxxxxx X. Xxxxxx
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Boca Raton, FL 00000-0000
Telephone: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxxxx.xxx
Notices to the Sellers:
Xxxxxx X. Xxxxx
P.O. Box 662
Firestone, CO 80520
Xxxxxx.xxxxx@xxxxx.xxx
Xxxxx Xxxxx
P.O. Box 662
Firestone, CO 80520
Xxxxxxxxxx00@xxxxx.xxx
With a copy (which shall not constitute notice) to:
Xxxxxx Xxxxxx Xxxxxxxx & Calisher LLP
Attn: Xxxx Xxxxxx
000 Xxxxx Xxxxxxxx Xxxxxx, 0xx Floor
Denver, Colorado 80209
Telephone: (000) 000-0000
Email: xxxx.xxxxxx@xxxxxxxxxxxx.xxx
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unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.
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IN WITNESS WHEREOF, the parties hereto have executed this Stock Purchase Agreement on the day and year first above written.
SELLERS: | |
| |
Xxxxxx X. Xxxxx | |
Xxxxx Xxxxx | |
BUYER: | |
PERC Water Corporation | |
| /s/ Xxxxxx X. Xxxx |
Name: | Xxxxxx X. Xxxx |
Title: | President |
EXHIBITS
Exhibit AWire Instructions
SCHEDULES
Schedule 3.01(b)Business Jurisdictions
Schedule 3.01(c)Consents/Notices
Schedule 3.03(b)Minute Books
Schedule 3.04Capitalization
Schedule 3.05(a)Financial Statements
Schedule 3.05(b)Commitments
Schedule 3.05(d)Indebtedness
Schedule 3.05(e)Accounts Receivable
Schedule 3.06Certain Developments since Latest Balance Sheet
Schedule 3.07Real Property
Schedule 3.08Tax Matters
Schedule 3.09Contracts and Commitments
Schedule 3.09(b)Potential Contract Issues
Schedule 3.09(c)Non-Arm’s Length/Affiliate Contracts
Schedule 3.10Intellectual Property
Schedule 3.11Litigation
Schedule 3.12Employee Benefit Plans
Schedule 3.13Insurance
Schedule 3.14Environmental
Schedule 3.15(a)Permits
Schedule 3.15(c)Payments
Schedule 3.17(a)Labor and Employment Matters
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Schedule 3.17(b)Employee Information
Schedule 3.17(d)Non-At-Will Employees
Schedule 3.17(e)Wages and Commissions
Schedule 3.17(f)Consulting Arrangements
Schedule 3.17(g)Employee Classification
Schedule 3.18(a)Related Party Transactions—Interests and Claims
Schedule 3.18(b)Related Party Transactions—Debts
Schedule 3.18(c)Related Party Contracts
Schedule 3.19(a)Major Customers
Schedule 3.19(b)Major Suppliers
Schedule 3.23Names
Schedule 3.24Accounts
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EXHIBIT A
Wire Instructions
{see attached}
DM3\9828211.5
