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Title: |
Acquisition Agreement |
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Date: |
2006 |
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Preview shows 8KB of 61KB total |
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$38 |
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ID: |
#2502634 |
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ACQUISITION AGREEMENT
This Acquisition Agreement (this Agreement) is entered into on June 22, 2006, by and between Nitches, Inc., a California corporation (Buyer), and Impex Inc., a Texas corporation (Seller). Buyer and Seller are referred to collectively herein as the Parties.
Seller owns the entire outstanding membership interest (the Membership Interest) of Saguaro LLC, a Texas limited liability company (Target).
This Agreement contemplates a transaction in which Buyer will purchase from Seller, and Seller will sell to Buyer, the Membership Interest of Target in return for Buyer Common Stock and the Buyer Note (each as defined below), it being the Parties intention that the transaction qualify as a reorganization within the meaning of section 368(a)(1)(C) of the Internal Revenue Code of 1986, and that, as an integral part thereof, Seller will thereafter distribute the Buyer Common Stock to its shareholders in complete liquidation of Seller.
Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.
1. Definitions.
Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.
Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys fees and expenses.
Buyer has the meaning set forth in the preface above.
Buyer Common Stock has the meaning set forth in 2(b) below.
Buyer Note has the meaning set forth in 2(b) below.
Closing has the meaning set forth in 2(c) below.
Closing Date has the meaning set forth in 2(c) below.
Confidential Information means any information, whether in oral, written, graphic, or machine-readable form, including, without limitation, specifications, operations or systems manuals, decision processes, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, customer names, proprietary ideas, concepts, know-how, methodologies, and all other information related to the
disclosing partys business or the business of any of its affiliates; provided, however, that Confidential Information shall not include information that: (a) is in the public domain; (b) was lawfully in the possession of, or demonstrably known by, the receiving party prior to its receipt from the disclosing party; (c) is independently developed by the receiving party without use of or reference to the disclosing partys Confidential Information; or (d) becomes known by the receiving party from a third party which, to the receiving partys knowledge, is not subject to an obligation of confidentiality to the disclosing party.
Disclosure Schedule has the meaning set forth in 4 below.
Financial Statements has the meaning set forth in 4(e) below.
GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied.
Indemnified Party has the meaning set forth in 8(d) below.
Indemnifying Party has the meaning set forth in 8(d) below.
Intellectual Property means all the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, internet domain names, and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including source code, executable code, data databases, and related documentation), (g) all material advertising and promotional materials, (h) all other proprietary rights, and (i) all copies and intangible embodiments thereof (in whatever form or medium).
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