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Stock Purchase Agreement 2

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Stock Purchase Agreement 2 Page 2
Stock Purchase Agreement 2
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occurred if there is or has been (a) any inaccuracy in or breach of, or any failure to perform or
comply with, such representation, warranty, covenant, obligation, or other provision, or (b) any
claim (by any Person) or other occurrence or circumstance that is or was inconsistent with such
representation, warranty, covenant, obligation, or other provision, and the term "Breach" means
any such inaccuracy, breach, failure, claim, occurrence, or circumstance.
"Buyer"--as defined in the first paragraph of this Agreement.
"Closing"--as defined in Section 2.3.
"Closing Date"--the date and time as of which the Closing actually takes place.
"Company"--as defined in the Recitals of this Agreement.
"Consent"--any approval, consent, ratification, waiver, or other authorization (including any
Governmental Authorization).
"Contemplated Transactions"--all of the transactions contemplated by this Agreement,
including:
(a) the sale of the Shares by Sellers to Buyer;
(b) the execution, delivery, and performance of the Promissory Note, the Employment
Agreements, the Noncompetition Agreements, the Sellers' Releases, and the Escrow Agreement;
(c) the performance by Buyer and Sellers of their respective covenants and obligations under this
Agreement; and
(d) Buyer's acquisition and ownership of the Shares and exercise of control over the Acquired
Companies.
"Contract"--any agreement, contract, obligation, promise, or undertaking (whether written or
oral and whether express or implied) that is legally binding.
"Damages"--as defined in Section 10.2.
"Disclosure Letter"--the disclosure letter delivered by Sellers to Buyer concurrently with the
execution and delivery of this Agreement.
"Employment Agreements"--as defined in Section 2.4(a)(iii).
"Encumbrance"--any charge, claim, community property interest, condition, equitable interest,
lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including
any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of
ownership.
Stock Purchase Agreement 2
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