Stock Purchase Agreement Standard (Page 2 of 3) in pdf

and clear of any and all security interests, pledges, liens and encumbrances of any kind, other

than restrictions imposed under law or the Articles of Incorporation or Bylaws of Maunesha

Bancshares, Inc., by delivering to Purchaser the original share certificate or certificates

representing the Shares or a duly executed stock power.

Further Assurances. At Closing and from time to time thereafter, each

party shall execute such additional instruments and take such other action as the other party

may reasonably request in order to more effectively sell, transfer and assign the Shares to

Purchaser, and to confirm Purchaser’s title to the Shares, and shall execute any and all other

documents, endorsements, releases, satisfactions and other instruments and other documents

and to take such other action or corporate proceedings as may be reasonably necessary or

desirable to carry out this Agreement in accordance with its terms, provisions and conditions.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

Seller represents and warrants to Purchaser as follows as of the date of this Agreement,

unless otherwise noted below, and as of Closing, and such representations and warranties of

Seller shall survive Closing or termination of this Agreement, that Seller is the record owner and

holder of the Shares, and shall continue to own the Shares until the delivery of the Shares to

Purchaser at Closing. All of the Shares are owned free and clear of all liens, encumbrances,

charges and assessments of every nature and subject to no restrictions with respect to

transferability, other than restrictions imposed under law or the Articles of Incorporation or

Bylaws of Maunesha Bancshares, Inc. Seller has full power and authority to assign and transfer

the Shares to Purchaser in accordance with the terms of this Agreement. Seller has obtained

all necessary approvals and authorizations to enter in to this Agreement and to sell the Shares.

Neither the execution and delivery of this Agreement nor compliance with the terms of this

Agreement shall cause Seller to breach any statute or regulation of any governmental authority.

GENERAL PROVISIONS.

3.1

Notices. All notices, requests, demands, and other communications under this

Agreement shall be deemed to have been duly given, upon actual delivery, if delivered by hand;

or upon receipt by the addressee, if given by mail (certified mail - return receipt requested with

postage prepaid is required for notice by mail); or upon receipt by the addressee, if by private

courier; to the addresses provided below. The place to which notice is to be given may be

changed by notice in accordance with this Section 6.2.

3.2

Entire Agreement and Modification.

This Agreement embodies the entire

agreement between the parties with respect to the transactions contemplated by this Agreement

and supersedes all prior agreements, written or oral, express or implied and all negotiations,

discussions or other matters between the parties and there have been and are no agreements,

representations or warranties between the parties other than those set forth or provided for in

this Agreement. This Agreement may not be amended except by written agreement between

the parties.

3.3

Counterparts. This Agreement may be executed in two (2) or more partially or

fully executed counterparts, each of which shall be deemed an original and shall bind the

signatory, but all of which together shall constitute but one and the same instrument.

3.4

Headings. The headings of this Agreement are inserted for convenience only

and shall not constitute a part of this Agreement.

Stock Purchase Agreement Standard Page 2

Related Articles

Related forms

Related Categories