∺ction means any action, complaint, petition, investigation, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity. ∺ccounting Referee has the meaning set forth in Section 2.3(b). (f) The words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.Īs used in this Agreement and the Schedules and exhibits delivered pursuant to this Agreement, the following definitions shall apply. (e) The word including or any variation thereof means (unless the context of its usage otherwise requires) including, without limitation and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it and (d) Pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (c) All references in this Agreement to designated ∺rticles, Sections and other subdivisions are to the designated Articles, Sections and other subdivisions of the body of this Agreement, (b) All accounting terms not otherwise defined herein have the meanings assigned under GAAP, (a) The terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular, For all purposes of this Agreement, except as otherwise expressly provided, In consideration of the mutual promises, representations, warranties, covenants, agreements and terms and conditions contained herein and intending to be legally bound, the parties hereto agree as follows:ġ.1 Definitions. WHEREAS, Sellers desire to sell, and Buyer desires to buy, a 100% ownership interest in Abacus on the terms and conditions set forth herein and for the consideration described herein. WHEREAS, Sellers are the sole shareholders of Abacus and hold 100% of the Stock in Abacus and This STOCK PURCHASE AGREEMENT, dated as of January 15, 2015, is made by, between and among WILLDAN ENERGY SOLUTIONS, a California corporation ( Buyer), WILLDAN GROUP, INC., a Delaware corporation ( WGI) ABACUS RESOURCE MANAGEMENT COMPANY, a Washington corporation ( Abacus or Company), and all of the shareholders of Abacus, MARK KINZER and STEVE RUBBERT (Messrs. Kinzer and Rubbert, each a Seller and collectively, Sellers). Orders and Approvals of Governmental Entities Net Working Capital as of November 30, 2014 Taking of Necessary Action Further ActionĬonditions to Obligations of Sellers and Abacusįorm of Employment Agreement for Mark Kinzerįorm of Employment Agreement for Steve Rubbertįorm of Subordination Agreement for Mark Kinzerįorm of Subordination Agreement for Steve Rubbert Regulatory and Other Authorizations Notices and Consents Organization and Authority of Buyer EnforceabilityĬooperation With Respect to Financial Statements REPRESENTATIONS AND WARRANTIES RELATING TO ABACUSįinancial Statements Undisclosed LiabilitiesĬondition and Sufficiency of Tangible Assetsįoreign Assets Control Regulations and Anti-Money Laundering REPRESENTATIONS AND WARRANTIES OF SELLERS
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