PURCHASE AGREEMENTPurchase Agreement • June 17th, 2005 • Providence Service Corp • Services-social services • Delaware
Background: Shareholder owns all of the equity interests in CBH and NDTC. Prior to the consummation of the Transaction (as defined below), NDTC shall contribute all of the assets, of and relating to, the Business (as defined in Section 1) to CBH (the “Contribution”) pursuant to the terms of the Contribution Agreement. Subsequent to the Contribution, Buyer desires to purchase, and Shareholder desires to sell, good and marketable title in and to all of Shareholder’s interests in CBH (“Equity Interests”) free and clear of any Encumbrances, upon the terms and conditions set forth in this Agreement (the sale of equity and the Contribution is referred to herein as the “Transaction”). Prior to the Contribution, NDTC was engaged in the Business and on and subsequent to the Contribution, CBH will be engaged in the Business. NDTC and CBH are referred to herein collectively as the “Companies” and individually as a “Company.”
