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Title: |
Stock Purchase Agreement |
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Entities: |
Interiors Inc; U.S. Bank Trust, NA; Merrill Lynch & Co., Inc.; Paul, Hastings, Janofsky & Walker |
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Date: |
2000 |
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Size: |
Preview shows 6KB of 236KB total |
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Price: |
$76 |
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ID: |
#1612038 |
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STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as
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of October 26, 1999 by and among Interiors, Inc., a Delaware corporation
("Buyer"), Jerry Howard ("Howard"), Dennis Darlington ("Darlington") and the
----- ------ ----------
Mamer Family Trust dated October 1, 1997 (the "Mamer Trust") (Howard, Darlington
-----------
and the Mamer Trust collectively, the "Shareholders").
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R E C I T A L S
- - - - - - - -
A. The Shareholders own in the aggregate 100 shares of common stock
(the "Shares") of Concepts 4, Inc., a California corporation (the "Company").
------ -------
The Shareholders are the owners of all the issued and outstanding common stock
of the Company.
B. The Shareholders desire to sell to Buyer, and Buyer desires to
purchase from the Shareholders, the Shares in accordance with the terms of this
Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereto agree as
follows:
ARTICLE I DEFINITIONS
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Unless the context otherwise requires, the terms defined in this
Article I shall have the meanings herein specified for all purposes of this
Agreement, applicable to both the singular and plural forms of any of the terms
herein defined. All accounting terms defined in this Article I and those
accounting terms used in this Agreement and not defined in this Article I shall,
except as otherwise provided for herein, be construed in accordance with GAAP.
"Action" shall mean any actual or threatened claim, action, suit,
------
arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by
or before any Governmental Entity or arbitrator and any appeal from any of the
foregoing.
"Affiliate" shall mean any Person which directly or indirectly
---------
controls, is controlled by, or is under common control with, the indicated
Person.
"Agreement" shall have the meaning assigned to such term in the
---------
introductory paragraph of this Agreement.
1
"Association" shall have the meaning assigned to such term in Section
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2.03(f) hereof.
"Balance Sheet Date" shall have the meaning assigned to such term in
------------------
Section 3.04(a) hereof.
"Business Day" shall mean any day excluding Saturday, Sunday or any
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day which shall be in the State of New York or the State of California a legal
holiday or a day on which banking institutions are authorized by law to close.
"Buyer" shall have the meaning assigned to such term in the
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introductory paragraph of this Agreement.
"Claim Notice" shall have the meaning assigned to such term in Section
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10.03 hereof.
"Closing" and "Closing Date" shall have the respective meanings
------- ------------
assigned to such terms in Section 2.05 hereof.
"Closing Balance Sheet" shall have the meaning assigned to such term
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in Section 2.03(b) hereof.
"Closing Completion Schedule" shall have the meaning assigned to such
---------------------------
term in Section 2.07 hereof.
"Closing Financial Statements" shall have the meaning assigned to such
----------------------------
term in Section 8.02(a) hereof.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
----
"Common Stock" shall mean the common stock of the Company.
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"Company" shall have the meaning assigned to such term in Recital A
-------
hereof.
"Completion Schedule" shall have the meaning assigned to such term in
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Section 2.03(a) hereof.
"Confidential Information" shall have the meaning assigned to such
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term in Section 8.04 hereof.
"Darlington" shall have the meaning assigned to it in the
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introductory paragraph of this Agreement.
"Damages" shall mean any and all losses, liabilities, obligations,
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costs, expenses, damages or judgments of any kind or nature whatsoever
(including without limitation reasonable attorneys', accountants' and experts'
fees, disbursements of counsel, and other costs and expenses incurred pursuing
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