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Big Bawler Essay

1074 words - 5 pages

THIS AGREEMENT FOR DISTRIBUTION OF CORPORATE STOCK, hereinafter referred to as “Agreement”, is made on the ____ day of _____ , 2012 for the distribution of stock of Career-Sync, Inc., an Illinois corporation, by and between Jacob Donnewald, of Joliet, Illinois, hereinafter referred to as “Seller”, and hereinafter referred to as “Purchaser”.
The seller agrees to sell to the purchaser, and the purchaser agrees to purchase from the seller, 50 Shares of capital stock of Career-Sync, Inc. , an Illinois corporation, at the price and on the terms and conditions herein set forth, said 50 shares representing 50% of the issued shares of said ...view middle of the document...

B. The closing shall take place on _________________, hereinafter referred to as “closing Date” and shall occur at 1706 Cecily Drive, Joliet, Illinois. On the Closing date, the purchaser shall pay to the seller the sum of Two Thousand NO/100 Dollars. ($2000.00) with interest accruing at the rate of two and forty-two one-hundredths percent per annum (2.42%). There shall be no penalty for pre-payment of this debt.
3. WARRANTIES AND REPRESENTATIONS OF SELLER. The Seller hereby warrants, represents, and agrees to and with the purchaser as follows:
a. The Seller has full, complete, and absolute title to 100 shares of capital stock of Career-Sync, Inc.
b. The title to said shares is free and clear of any lien, charge, or encumbrances, and said 100 shares constitute 100% of the outstanding capital stock of Career-Sync, Inc., and by sale of said shares of stock hereunder, the purchaser will receive good and absolute title thereto, free from any liens, charges, or encumbrances thereon.
c. Career-Sync, Inc. is a corporation duly organized and existing under and by virtue of the laws of the state of Illinois, and is in good standing under the laws of that State; and said outstanding 100 shares of the capital stock of said corporation have heretofore duly been issued; all of said issued and outstanding shares are valid, fully paid and non-assessable, and no assessment is outstanding against the same or any part thereof.
4. CONTINUING WARRANTIES. The warranties, representations, and agreements set forth herein shall be continuous and shall survive the delivery by the Seller and the receipt by the Purchaser of the capital stock to be sold hereunder.
5. INDEMNITY. Without in any way limiting or diminishing the warranties, representations, or agreements herein contained or the right or remedies available to the purchaser for the breach thereof, the purchaser hereby agrees to hold the seller harmless from and against all loss, liability, damage or expense arising out of any claims, demands, penalties, fines, taxes or other losses resulting directly or indirectly from the assertion against Career-Sync, Inc., of claims by the federal government, the State of Illinois or any municipality thereof, any corporation, partnership, or any person or...

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