OR FOREIGN AND OTHER TAXES
(INCLUDING WITHOUT LIMITATION, ANY INCOME (NET, GROSS, OR OTHERWISE),
ALTERNATIVE OR ADD ON MINIMUM TAX, GROSS INCOME, GROSS RECEIPTS, PROPERTY,
SALES, VALUE ADDED, USE, TRANSFER, GAINS, LICENSE, EXCISE, EMPLOYMENT, PAYROLL,
SERVICES, FRANCHISE, AD VALOREM, RECORDING, EXCISE, STAMP, WITHHOLDING OR
MINIMUM TAX, OR ANY OTHER TAX CUSTOM, DUTY, GOVERNMENTAL FEE OR OTHER LIKE
ASSESSMENT OR CHARGE OF ANY KIND WHATSOEVER), TOGETHER WITH ANY INTEREST,
LEVIES, ASSESSMENTS, CHARGES, PENALTIES, ADDITIONS TO TAX OR ADDITIONAL AMOUNTS
IMPOSED BY A GOVERNMENTAL ENTITY, (II) ANY JOINT OR SEVERAL LIABILITY OF SUCH
PERSON WITH ANY OTHER PERSON FOR THE PAYMENT OF ANY AMOUNTS OF THE TYPE
DESCRIBED IN (I) OF THIS DEFINITION, AND (III) ANY LIABILITY OF SUCH PERSON FOR
THE PAYMENT OF ANY AMOUNTS OF THE TYPE DESCRIBED IN (I) AS THE
7
RESULT OF ANY OBLIGATION TO INDEMNIFY ANY OTHER PERSON, BY WAY OF A TAX SHARING
AGREEMENT, OR OTHERWISE.
(OOO)
"TAX RETURN(S)" SHALL MEAN ALL FEDERAL, STATE, LOCAL AND
FOREIGN RETURNS AND REPORTS, CONSOLIDATED OR OTHERWISE (INCLUDING WITHOUT
LIMITATION INFORMATION RETURNS, ELECTIONS, DECLARATIONS, ESTIMATES, DISCLOSURES,
SCHEDULES, CLAIMS FOR REFUND) REQUIRED TO BE FILED WITH ANY GOVERNMENTAL ENTITY.
(PPP)
"THIRD PARTY" SHALL MEAN A PERSON THAT IS NOT A PARTY TO THIS
AGREEMENT.
(QQQ)
"THIRD PARTY CLAIM" SHALL MEAN ANY CLAIM AGAINST ANY BUYER
INDEMNIFIED PARTY OR SELLER INDEMNIFIED PARTY BY A THIRD PARTY, WHETHER OR NOT
INVOLVING A PROCEEDING.
(RRR)
"TRANSITION SERVICES AGREEMENT" SHALL MEAN THE
TRANSITION SERVICES AGREEMENT, ENTERED INTO BY AND BETWEEN SELLER AND BUYER AS
OF THE CLOSING DATE, IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND SELLER,
ATTACHED HERETO AS EXHIBIT A.
(SSS)
"TREASURY REGULATIONS" OR "TREAS. REG." SHALL MEAN THE
REGULATIONS PROMULGATED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(TTT)
"WARN ACT" SHALL MEAN THE WORKER'S ADJUSTMENT AND
RETRAINING NOTIFICATION ACT OF 1988, AS AMENDED.
(UUU)
"WARRANTY BREACH" SHALL MEAN WITH RESPECT TO A PARTY, AN
INACCURACY IN OR BREACH OF ANY REPRESENTATION OR WARRANTY EXPRESSLY MADE BY SUCH
PARTY HEREIN OR IN SUCH PARTY'S DISCLOSURE SCHEDULE, ANY CERTIFICATE DELIVERED
BY SUCH PARTY PURSUANT TO SECTION 2.4, ANY TRANSFER INSTRUMENT OR ANY OTHER
CERTIFICATE OR DOCUMENT (OTHER THAN THE COLLATERAL AGREEMENTS) DELIVERED BY SUCH
PARTY PURSUANT TO THIS AGREEMENT (WITHOUT GIVING EFFECT TO ANY UPDATE TO SUCH
PARTY'S DISCLOSURE SCHEDULE).
1.2
INTERPRETATION.
THE WORDS "INCLUDE,"
"INCLUDES" AND "INCLUDING" WHEN USED HEREIN SHALL BE DEEMED IN EACH CASE TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
THE TABLE OF CONTENTS AND HEADINGS
CONTAINED IN THIS AGREEMENT ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT AFFECT
IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
ARTICLE 2
PURCHASE AND SALE; CLOSING
2.1
SALE AND ISSUANCE OF SECURITIES.
SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, AT THE CLOSING, THE BUYER AGREES TO
PURCHASE, AND THE SELLER AGREES TO SELL TO THE BUYER, ALL 2,000 OUTSTANDING
SHARES OF LDMA STOCK AND 100% OF THE GPAA MEMBERSHIP INTERESTS (COLLECTIVELY,
THE "SECURITIES") IN EXCHANGE FOR THE CONSIDERATION.
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2.2
CLOSING.
THE CLOSING