STOCK PURCHASE AGREEMENT
EXHIBIT
2.1
THIS
STOCK PURCHASE AGREEMENT
(this
"Agreement") is made and entered into this 12th
day of
September, 2006 by, between and among XXXXXXX
X. XXXXXX (hereinafter,
the “Seller”), PEOPLE’S
BANCORP, INC., a Maryland state chartered bank, (hereinafter
the “Purchaser”) and FLEETWOOD,
ATHEY, MACBETH & XXXXXX, INC., a Maryland corporation (the
“Corporation”).
WITNESSETH:
WHEREAS,
the
Seller is the owner of all of the issued and outstanding shares of capital
stock
of the Corporation; and
WHEREAS,
the
Purchaser desires to purchase, and the Seller desires to sell all of the
issued
and outstanding shares of capital stock of the Corporation (the “Shares”) upon
the terms and subject to the conditions set forth within this
Agreement.
NOW,
THEREFORE,
in
consideration of the premises, the payment of the purchase price, the mutual
covenants, representations and warranties hereinafter set forth, and other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE
1
THE
SHARES
SECTION
1.01. Holder
of Record of the Shares.
The
Seller is the owner of record of five (5) shares of stock of the Corporation
(the “Shares”).
The
Seller warrants and represents that the Shares set forth above constitute
all of
the issued and outstanding shares of capital stock of the Corporation; that
all
Stock Certificates previously issued by the Corporation other than those
representing the Shares have been duly and properly cancelled by the
Corporation, and no party other than the Seller, has or, to Seller’s knowledge,
asserts an ownership interest respecting the stock of the
Corporation.
ARTICLE
2
PURCHASE
OF THE SHARES
SECTION
2.01. Closing
Date.
Subject
to the terms and conditions hereof, the consummation of the purchase and
sale of
the Shares (the "Closing") will take place on or before December 31, 2006
at
4:00 p.m. (the "Closing Date") at the offices of the Corporation at 000
Xxxxxx
Xxxx,
Xxxxxxxxxxx, Xxxxxxxx (the “Closing Agent”) or at a location in Kent County,
Maryland as may be mutually agreed upon by the parties.
SECTION
2.02. Purchase
and Sale of the Shares; Consideration.
At the
Closing, the Seller will sell, convey, transfer and deliver to the Purchaser,
and the Purchaser will purchase and receive from the Seller, the Shares.
The
purchase price for the Shares will be One Million Dollars ($1,000,000.00)
(the
"Purchase Price"). The Purchase Price shall be paid at Closing in a lump
sum
from the Purchaser to the Seller to be made by certified check or wire
transfer.
SECTION
2.03. Delivery
of the Shares.
At the
Closing, the Seller will sell convey, transfer and deliver to the Purchaser,
and
the Purchaser will receive from the Seller, the Shares.
SECTION
2.04. Closing
Deliveries.
(a) At
the
Closing, the Seller will deliver or cause to be delivered to the
Purchaser:
(i) the
stock
certificates representing all of the Shares, together with duly executed
and
witnessed stock powers (in blank) attached thereto; and
(ii)
all
of
the instruments, documents and/or other materials required to be delivered
under
Articles 4 and 6 hereof.
(b) At
the
Closing, the Purchaser will deliver or cause to be delivered:
(i) to
the
Seller, the Purchase Price payable in the manner set forth with Section 2.02
above; and
(ii) all
of
the instruments required to be delivered under Articles 4 and 6
hereof.
SECTION
2.05. Assets
Retained by Seller. All
the
personal property of the Seller on the premises of the Corporation and set
forth
on the attached Exhibit A shall be transferred to the Seller prior to the
Closing.
ARTICLE
3
STUDY
PERIOD
SECTION
3.01. Study
Period.
Purchaser shall have a period of sixty (60) days after execution and delivery
of
this Agreement by all parties (the "Study Period") to conduct a comprehensive
investigation and evaluation of all aspects of the Corporation and its assets,
including all financial records of the Corporation, in such scope and detail
as
may be required by the Purchaser, in Purchaser’s sole opinion and at Purchaser’s
sole expense. Purchaser shall have the right to terminate this Agreement
upon
written notice delivered to Seller at any time during the Study Period if
the
Purchaser, in Purchaser’s sole discretion, determines that the purchase of
the
-2-
Shares
is
not feasible, whereupon this Agreement shall terminate and neither party
shall
have any further rights, liabilities or obligations under this Agreement.
In the
event the Purchaser fails to so notify the Seller, at the conclusion of the
Study Period, the terms and conditions of this Agreement shall continue in
full
force and effect and be biding upon the parties hereto.
ARTICLE
4
REPRESENTATIONS
AND WARRANTIES OF THE SELLER
As
a
material inducement to the Purchaser to enter into and perform its obligations
under this Agreement, the Seller hereby represents and warrants to the Purchaser
that, except as heretofore disclosed to the Purchaser:
SECTION
4.01. Organization
and Qualification of the Corporation.
The
Corporation is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Maryland, and has the power and
authority to own all of its properties and assets and to carry on its business
as it is now being conducted. Within five (5) days following the execution
of
this Agreement, complete and correct copies of the Corporation's Articles
of
Incorporation and By-Laws, as amended to date, shall be delivered by Seller
to
the Purchaser, and such instruments, as so amended, are in full force and
effect
at the date hereof.
SECTION
4.02. Shares
Free and Clear of Liens
(a) All
of
the issued and outstanding shares of the Corporation, are owned of record
by the
Seller as set forth within Section 1.01; and, unless otherwise previously
disclosed to the Purchaser in writing, are free and clear of all liens, security
interests, claims and encumbrances or other restrictions of any kind, and
no
shares are held in the Corporation's treasury. The Corporation does not have
outstanding any stock or securities convertible or exchangeable for any shares
of its capital stock, nor does it have outstanding any rights or options
to
subscribe for or to purchase any capital stock or any capital stock or
securities convertible into or exchangeable for any capital stock. The
Corporation is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital stock.
All
of the Shares were validly issued and are fully paid and
nonassessable.
(b)
There
are no agreements (oral or written) to which the Seller is a party involving
the
voting, transfer or sale of any of the Shares; and if any such agreement
did
exist at any time prior hereto, the same was properly terminated by unanimous
action of the Seller and the Corporation.
SECTION
4.03. Authority
Relative to Agreement.
The
Seller has the power, capacity and authority, and the Corporation has the
corporate power and authority, to execute and deliver this Agreement and
to
consummate the transactions contemplated on his or its part hereby. The
execution and delivery by the Corporation of this Agreement and the consummation
of the transactions contemplated on its part have been authorized by its
Board
of Directors. No other corporate proceedings on the part of the Corporation
are
necessary to authorize the execution and delivery of this Agreement by it
or the
consummation by it of the transactions contemplated on its
-3-
part
hereby. This Agreement has been duly executed and delivered by the Corporation
and the Seller and is a valid and binding agreement of each of the Corporation
and the Seller, enforceable in accordance with its terms.
SECTION
4.04. No
Breach; Consents.
The
negotiation, execution, delivery and performance of this Agreement by the
Corporation and the Seller and the consummation of the transactions contemplated
hereby (a) do not and will not conflict with or result in any breach of any
of
the provisions of, constitute a default under, result in a violation of,
result
in the creation of any lien, security interest, charge, encumbrance or other
restriction upon the assets of the Corporation or require any authorization,
consent, approval, exemption or other action by or notice to any third party
under the provisions of the charters or by-laws of the Corporation or any
license, indenture, mortgage, lease, loan agreement or other agreement (oral
or
written) or instrument to which the Corporation is a party or under which
its
properties are bound or to which the Seller is a party and which are not
otherwise disclosed in this Agreement and (b) do not require any authorization,
consent, approval, exemption or other action by or notice to any court or
governmental body under any law, statute, rule, regulation or decree to which
the Seller or the Corporation is subject and which is not otherwise disclosed
in
this Agreement.
SECTION
4.05. Financial
Statements.
The
Seller has previously delivered to the Purchaser true and complete copies
of (i)
the tax returns of the Corporation for 2005, 2004 and 2003 and (ii) copies
of
unaudited balance sheets and financial statements for the interim period
ended
August 31, 2006. To the best of the Seller's knowledge, such financial
information fairly presents the financial condition and results of operations
of
the Corporation in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods presented.
SECTION
4.06. Accounts
Receivable.
The
accounts receivable of the Corporation as of August 31, 2006, as shown on
the
attached Exhibit B, are outstanding and owed to the Corporation in the amounts
there shown, and the same are shown on the books of the Corporation, after
application of reserves for bad debts in accordance with generally accepted
accounting principles consistently applied by the Corporation. There has
been no
material adverse change to the accounts receivable of the Corporation since
the
above date.
SECTION
4.07. Accounts
Payable.
The
accounts payable of the Corporation as of August 31, 2006, as shown on the
attached Exhibit C, are outstanding and owed by the Corporation in the amount
shown there and the same are shown on the books of the Corporation in accordance
with generally accepted accounting principals consistently applied by the
Corporation. There has been no material change to the accounts payable of
the
Corporation since the above date.
SECTION
4.08. Bank
Accounts.
The
Corporation has bank accounts at the following banking or financial
institutions, which shall be maintained in the ordinary course of business
until
the date of the Closing:
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|
Institution
|
Account
#
|
|
|
[omitted]
|
_______________
|
|
|
[omitted]
|
_______________
|
SECTION
4.09. Absence
of Debts and Liabilities.
Other
than those debts and obligations set forth upon Exhibit C hereto and those
incurred in the ordinary course of business after the date of this Agreement
and
prior to Closing, the Corporation will have no debts, liabilities or obligations
on the Closing Date hereof, whether accrued, absolute, liquidated or
unliquidated. Unless set forth in writing upon the attached Exhibit D, neither
the Corporation nor the Seller has any knowledge of any contingent debts,
liabilities or obligations which may accrue to the Corporation after the
Closing
Date. The Seller or other appropriate officers of the Corporation shall insure
that all ordinary operating liabilities and expenses which arise in the ordinary
course of business of the Corporation up to the Closing Date are paid prior
to
Closing.
SECTION
4.010. Properties
or Assets.
(a) The
Corporation owns its real property in fee simple, and, except as previously
disclosed, has placed no encumbrances on the Real Property. The Corporation
makes no other representations regarding title to the Real Property.
(b) The
Corporation has the full right to the use of its name, and of the names
“FAM&M INC.” and “Dockmaster Yacht Insurance”. Neither the Corporation nor
the Sellers has notice or is aware of any trademark, serviceman, or tradename
of
any other person or entity which infringes on, or is infringed by any trademark,
serviceman or tradename of or used by the Corporation.
SECTION
4.11. Tax
Matters.
To
the
best of Seller's knowledge, all tax returns and related information required
to
be filed by or on behalf of the Corporation prior to the date hereof have
been
prepared and filed in accordance with applicable law, and all taxes, interest,
penalties, assessments or deficiencies that have become due pursuant to such
returns or any assessments or otherwise have been paid in full. All such
returns
are true and correct in all material respects. There is no material unresolved
claim concerning the Corporation's federal, state and local tax liabilities.
True and complete copies of the Corporation's federal, state and local income
tax returns for years 2005, 2004, and 2003 have been delivered to the Purchaser.
There are no pending tax examinations nor tax claims asserted, and to the
best
of Sellers' knowledge there is no basis for any claim. No agreements for
the
extension of time for the assessment of any amounts of tax have been entered
into by or on behalf of the Corporation nor has the Corporation filed a consent
under Section 341(f) of the Internal Revenue Code. The Corporation has withheld
proper and accurate amounts from its employee payrolls for all periods in
full
and complete compliance with all tax withholding provisions (including, without
limitation, income tax withholding, Social Security and unemployment
taxes).
SECTION
4.12. Contracts
and Commitments.
-5-
(a)
Except as otherwise disclosed in the attached Exhibit E to this Agreement,
the
Corporation is not a party to any:
(i)
pension, profit sharing, stock option, employee stock purchase or other plan
providing for deferred compensation or other "employee benefit plan" as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974
("ERISA"), or any contract with any labor union;
(ii)
oral
or written contract for the employment of any officer, individual employee,
or
other person or entity on a full-time, part-time, consulting or other basis,
or
agreement relating to loans to officers, directors or affiliates with the
exception of the Revenue Sharing Agreements;
(iii)
oral or written direct or indirect guarantee of any obligation;
(iv)
lease or agreement under which it is lessee of or holds or operates any
property, real or personal, owned by any other party;
(b) To
the
best of the Seller's knowledge, the Corporation has performed all obligations
required to be performed by it under any agreement to which it is a party
and is
not in default under or in breach of nor in receipt of any claim of default
or
breach under any such agreement; no event has occurred which with the passage
of
time or the giving of notice or both would result in a default, breach or
event
of noncompliance under any such agreement; neither the Corporation nor the
Seller has any knowledge of any breach or anticipated breach, by the other
parties to such agreements; and the Corporation is not a party to any contract
or commitment for the purchase of any goods or services, other than those
contracts or commitments listed upon Exhibit E.
SECTION
4.13. Litigation,
Etc.
There
are no uninsured actions, suits, proceedings, orders, investigations or claims
pending or threatened against the Corporation at law or in equity, or before
or
by any governmental department, commission, board, bureau, agency or
instrumentality, or any arbitration proceedings pending under collective
bargaining agreements or otherwise, or which seek to prohibit, restrict or
delay
the consummation of transactions contemplated hereby or to limit in any manner
the right of the Purchaser to control the Corporation or any material aspect
of
the business of the Corporation after the Closing Date.
SECTION
4.14. Brokerage.
There
are no claims for brokerage commissions, finders' fees or similar compensation
in connection with the transactions contemplated by this Agreement based
on any
arrangement or agreement (oral or written) binding upon the Corporation or
the
Seller.
SECTION
4.15. Insurance.
The
Seller has given, or will within five (5) days following the execution of
this
Agreement give, to Purchaser a copy of each insurance policy maintained with
respect to the Corporation's properties, assets and business, and each such
policy is in full force and effect.
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SECTION
4.16. Compliance
with Laws.
To the
best of the knowledge of the Seller, the Corporation is not in violation
of any
law, County Code provision, City or Municipal ordinance or any regulation
or
requirement which might be expected to have a material adverse effect upon
its
financial condition, operating results or business prospects, and the
Corporation has not received notice of any such violation.
SECTION
4.17. Employees.
As of
the Closing Date, all of the employees of the Corporation shall continue
to be
employees of the Corporation.
SECTION
4.18. Execution
of Documents.
The
Seller, individually and/or in his capacity as a director and officer of
the
Corporation will at any time or from time to time after the date of this
Agreement (including after Closing) execute whatever minutes of meetings
or
other instruments and will take whatever reasonable action Purchaser may
deem
necessary or desirable (and which the Seller may lawfully do) to carry out
the
intent and purposes of the transactions contemplated by this Agreement. The
Seller shall also use his best efforts to obtain the cooperation of all other
present and previous directors of the Corporation to execute such documents
and
take such actions in accordance with the foregoing. Purchaser shall be solely
responsible to pay all costs and expenses associated with the preparation
of
such documents.
SECTION
4.19. Minute
Books.
The
Corporation's minute books are in good order, accurate, up to date and with
all
necessary signatures, and set forth the Corporation's Articles of Incorporation
and By-laws, as amended.
SECTION
4.20. Stock
Records.
The
stock transfer books and stock ledgers of the Corporation are in good order,
complete, accurate, up to date and with all necessary signatures, and set
forth
all stock and securities issued, transferred and surrendered, and include
duplicate certificates. No transfer has been made without surrender of the
proper certificate to the Corporation, duly endorsed and the Corporation
has
cancelled and retained such certificates in its stock records. The Seller
shall
within five (5) days following the execution of this Agreement make the
Corporation Stock Records available to the Purchaser for inspection and
copying.
SECTION
4.21. Effective
Date of Warranties, Representations and Covenants.
Each
warranty, representation, and covenant set forth in this Article 4 shall
be
deemed to be made on and as of and speak on and as of the date hereof and
as of
the Closing (except as otherwise specifically provided herein). Prior to
the
Closing, the Seller and the Corporation will revise counterparts of each
Exhibit
hereto so that such Exhibit shall, at the Closing, reflect any material fact
affecting such Exhibit occurring after the date hereof and prior to the
Closing.
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ARTICLE
5
REPRESENTATIONS
AND WARRANTIES
OF
THE PURCHASER
As
a
material inducement to the Seller to enter into and perform their obligations
under this Agreement, the Purchaser represents and warrants to the Seller
that:
SECTION
5.01. No
Breach; Consents.
The
execution, delivery and performance of this Agreement by the Purchaser and
the
consummation of the transactions contemplated hereby (a) do not and will
not
conflict with or result in any breach of any of the provisions of, constitute
a
default under, result in a Violation of, result in the creation of any lien,
security interest, charge or encumbrance upon the assets of the Purchaser
under,
or require any authorization, consent, approval, exemption or other action
by or
notice to any third party under the provisions of or any license, indenture,
mortgage, lease, loan agreement or other agreement (oral or written) or
instrument to which the Purchaser are a party and (b) do not require any
authorization, consent, approval, exemption or other action by or notice
to any
court or governmental body under any law, statute, rule, regulation or decree
to
which the Purchasers are subject except as hereinafter disclosed.
SECTION
5.02. Litigation.
There
is no claim, action, suit or proceeding pending or, to the knowledge of the
Purchaser, threatened against the Purchaser which seeks to prohibit, restrict
or
delay consummation of the transactions contemplated hereby or to limit in
any
manner the right of the Purchaser to control the Corporation or any material
aspect of the business of the Corporation after the Closing Date, and there
is
no judgment, decree, injunction, ruling or order of any court, governmental
department, commission, agency or instrumentality or arbitrator outstanding
against the Purchaser having, or which the Purchaser believe may in the future
have, any such effect.
SECTION
5.03. Brokerage.
There
are no claims for brokerage commissions, finders' fees or similar compensation
in connection with the transactions contemplated by this Agreement based
on any
arrangement or agreement made by or on behalf of the Purchaser.
SECTION
5.04. Purchase
for Investment.
The
Purchaser is acquiring the Shares for the Purchaser’s own account for investment
and not with a view to the public sale or distribution thereof.
SECTION
5.05. Funds.
At
Closing, the Purchaser will have funds sufficient to pay the Purchase Price
as
required hereunder.
-8-
ARTICLE
6
CLOSING
CONDITIONS
SECTION
6.01. Closing
Conditions Relating to the Purchaser.
The
obligation of the Purchasers to consummate the purchase of the Shares will
be
subject to the satisfaction of the following conditions:
(a) Deliveries.
At the
Closing, the Purchaser will deliver, or cause to be delivered to the Seller
copies of all necessary governmental consents that are required in order
to
consummate the transactions contemplated by this Agreement. At the Closing,
the
Seller will deliver or cause to be delivered to the Purchaser copies of all
necessary third party consents, contracts, agreements with all the insurance
companies that existed as of August 31, 2006. Any loss of contract subsequent
to
August 31, 2006, that the Purchaser does not find satisfactory, will allow
the
Purchaser to void this agreement and to recover all monies paid
down.
(b) No
Injunction.
The
consummation of the transactions contemplated hereby shall not be enjoined
by
any court of competent jurisdiction and no proceeding seeking such an injunction
shall be threatened or pending.
(c) Assets,
Books and Records.
The
Corporation shall have made available to and shall at Closing deliver to
the
Purchaser all of its books and records, including minute books, stock transfer
records, assets and other materials and items relating to the Corporation
and
its business and affairs.
(d) Release
of Personal Guaranties.
At the
Closing, the Purchaser shall deliver, or cause to be delivered to the Purchaser,
such releases of the Seller’s personal guaranties of the obligations of the
Corporation, in a form satisfactory to the Seller and his attorney.
(e) Employment
Agreement for Seller.
At the
Closing, the Purchaser and the Corporation shall cause to be executed and
delivered unto the Seller a written Employment Agreement in the form and
with
the terms and conditions set forth in the attached Exhibit F.
Any
condition specified in this Section 6.01 may be waived by the Purchaser;
provided, however, that no such waiver will be effective unless it is set
forth
in a writing executed by the Purchaser; and provided further that such waiver
shall also constitute a waiver of any right to damages, indemnity or otherwise
in respect of the subject matter thereof.
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ARTICLE
7
INDEMNIFICATION
SECTION
7.01.
Indemnification by the Seller. From and after the Closing Date, the Seller
shall
defend, indemnify and hold harmless the Purchaser for, from and against all
demands, suits, claims, actions or causes of action, assessments, losses,
damages, liabilities, costs, judgments and expenses, including, without
limitation, interest, penalties, reasonable attorney’s fees, disbursements and
expenses, and reasonable consultants’ fees, disbursements and expenses, imposed
on, asserted against or incurred by the Purchaser or the Corporation, and
not
covered by insurance, based upon, arising out of, or resulting from, directly
or
indirectly, (i) the inaccuracy or untruth of any or the representations of
warranties made by the Seller pursuant to this Agreement, or (ii) the breach
by
the Seller of any of the agreements or covenants made by the Seller in this
Agreement.
SECTION
7.02.
Indemnification by the Purchaser and the Corporation. From the after the
Closing
Date, the Purchaser and the Corporation shall defend, indemnify and hold
harmless the Seller for, from the against all demands, suits, claims, actions
or
causes of action, assessments, losses, damages, liabilities, costs, judgments
and expenses, including, without limitation, interest, penalties, reasonable
attorney’s fees, disbursements and expenses, and reasonable consultants’ fees,
disbursements and expenses, imposed on, asserted against or incurred by the
Seller, and not covered by insurance, based upon, arising out of, or resulting
from, directly or indirectly, (i) the inaccuracy or untruth of any or the
representations or warranties made by the Purchaser pursuant to this Agreement
or in any certificate, document or instrument executed and delivered by Buyer
in
connection with this Agreement, (ii) the breach by the Buyer of any of the
agreements or covenants made by the Buyer in this Agreement or any of the
agreements identified in this Agreement, or (iii) the obligations of the
Corporation for which the Seller has at any time prior to the Closing been
obligated to guarantee on behalf of the Corporation.
ARTICLE
8
POST-CLOSING
AGREEMENTS
SECTION
8.01. Further
Assurances.
The
Seller shall, at any time and from time to time on and after the Closing
Date,
upon request by the Purchaser and without further consideration, take such
actions or cause others to do so, and execute, acknowledge and deliver, or
cause
to be executed, acknowledged and delivered, all transfers, conveyances, powers
of attorney and assurances, as may be required or desirable for the better
conveying, transferring, assigning, delivering, assuring and confirming to
the
Purchaser, or its successors and assigns, or for aiding and assisting in
collecting or reducing to possession, the Shares, and any or all of the Seller’s
obligations under this Agreement.
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ARTICLE
9
MISCELLANEOUS
SECTION
9.01. Survival.
The
representations and warranties of the parties herein shall survive
Closing.
SECTION
9.02. Remedies.
If
either party shall breach its obligations or agreements hereunder, without
breach by the other party hereto, the non-breaching party shall have the
right
to all remedies available at law and in equity, including without limitation,
the right to specific performance. However, in no event shall the officers,
directors, stockholders, employees, agents and other representatives of the
Purchasers have any obligation or liability under this Agreement or any of
the
transactions contemplated hereby.
SECTION
9.03. Expenses.
Each
party will pay all of its expenses in connection with the negotiation of
this
Agreement, the performance of its obligations hereunder, and the consummation
of
the transactions contemplated by this Agreement.
SECTION
9.04. Amendments
and Waivers.
The
parties hereto, by mutual agreement in writing, may amend, modify and supplement
this Agreement. The failure of any party hereto to enforce at any time any
provision of this Agreement shall not be construed to be a waiver of such
provision, nor in any way to affect the validity of this Agreement or any
part
hereof or the right of any party thereafter to enforce each and every such
provision. No waiver of any breach of this Agreement shall be held to constitute
a waiver of any other or subsequent breach.
SECTION
9.05. Notices.
All
notices or other communications required or permitted hereunder shall be
in
writing and shall be given by hand or by registered mail, return receipt
requested, addressed as follows:
If
to the
Purchaser or, after the Closing, to the Corporation:
c/o
Xxxxxx Xxxxxxxxx
XX
Xxx
000
Xxxxxxxxxxx,
XX 00000
with
a
copy to:
Xxxxxxxxx
X. Xxxxx, III, Esq.
XX
Xxx
000
Xxxxxxxxxxx,
XX 00000
-11-
If
to the
Seller or, prior to the Closing, to the Corporation:
c/o
Xxxxxxx X. Xxxxxx
XX
Xxx
000
Xxxxxxxxxxx,
XX 00000
with
a
copy to:
Xxxxx
X.
Xxxxxxx, Esquire
Miles
& Stockbridge
000
Xxx
Xxxxxx
Xxxxxx,
Xxxxxxxx 00000
Any
party
hereto may specify in writing a different address for such purpose by notice
to
the other parties.
SECTION
9.06. Assignment.
This
Agreement and all of the provisions hereof will be binding upon and inure
to the
benefit of the parties hereto and their respective successors and permitted
assigns. The Purchaser may not assign all or part of its right, title and
interest herein to any liability companies, corporations or other entities
designated and established by or at Purchaser’s direction unless Seller approves
the assignee in a signed writing, which approval will not be unreasonably
withheld.
SECTION
9.07. Severability.
Whenever possible, each provision of this Agreement will be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable
law,
such provision will be ineffective only to the extent of such prohibition
or
invalidity, without invalidating the remainder of such provision or the
remaining provision of this Agreement unless the consummation of the transaction
contemplated hereby is adversely affected thereby.
SECTION
9.08. Complete
Agreement.
This
document and the documents referred to herein contain the complete agreement
between the parties and supersede any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof in any way.
SECTION
9.09. No
Third-Party Beneficiaries.
This
Agreement shall be for the benefit only of the parties hereto, and their
respective successors and assigns.
SECTION
9.10. Governing
Law.
All
questions concerning the construction, validity and interpretation of this
Agreement and the performance of the obligations imposed by this Agreement
will
be governed by the internal laws, not the law of conflicts, of the State
of
Maryland.
-12-
IN
WITNESS WHEREOF,
the
parties hereto have signed their names and set their seals on the date first
above written.
|
WITNESS:
|
SELLER: | |||
|
/s/
Xxxxxxx X. Xxxxxx
|
(SEAL)
|
|||
|
Xxxxxxx
X. Xxxxxx
|
||||
| PURCHASER: | ||||
| PEOPLE’S BANCORP, INC. | ||||
| BY: |
/s/
Xxxxxx Xxxxxxxxx
|
(SEAL)
|
||
|
|
Xxxxxx
Xxxxxxxxx, President
|
|||
| COMPANY: | ||||
| FLEETWOOD, ATHEY, MACBETH & XXXXXX, INC. | ||||
| BY: |
/s/
Xxxxxxx X. Xxxxxx
|
(SEAL)
|
||
|
Xxxxxxx
X. Xxxxxx, President
|
||||
-13-
EXHIBITS
Pursuant
to Item 601(b)(2) of Regulation S-K, the following Exhibits have been
omitted:
Exhibit
A: Seller’s assets to be retained by Seller
Exhibit
B: Accounts receivable as of August 31, 2006
Exhibit
C: Accounts payable as of August 31, 2006
Exhibit
D: Debts and other obligations that may accrue after closing
Exhibit
E: Employee benefit plans
Peoples
Bancorp, Inc. will furnish copies of such exhibits to the Securities and
Exchange Commission upon request.
Exhibit
F: Employment Agreement with Xxxxxxx X. Xxxxxx will be filed by
amendment.
-14-
