Share Purchase Agreement

Share Purchase Agreement - SHARE PURCHASE AGREEMENT THIS...

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SHARE PURCHASE AGREEMENT THIS AGREEMENT is entered into as of November 1 st , 2008, between Big Truck Ltd., an Ontario corporation (the “Purchaser”) and George Smith, an individual resident in Ontario (the “Vendor”). WHEREAS the issued and outstanding capital of Monster Truck Inc. (the “Corporation”) consists of one hundred (100) common shares (the “Purchased Shares”); AND WHEREAS the Vendor is the registered and beneficial owner of all of the Purchased Shares; AND WHEREAS the Purchaser wishes to purchase, and the Vendor wish to sell, the Purchased Shares, on and subject to the terms of this Agreement; NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. INTERPRETATION 1.1 Definitions. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings: “Financial Statements” means the financial statements of the Corporation for the fiscal period ended June 30 th , 2008, and “Statements Date” means June 30 th , 2008. “Person” includes any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company, corporation, trust, trustee, executor, administrator, legal personal representative, regulatory body, agency, government or government agency. 1.2 Headings. The inclusion in this Agreement of headings and subheadings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 1.3 Gender and Number. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders. 1.4 Invalidity of Provisions. Each provision of this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 1.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter. There are no warranties, representations or agreements between the parties in connection with such subject matter except as specifically set forth or referred to in this Agreement. 1.6 Modification and Waiver. This Agreement may not be modified unless agreed to in writing by all parties hereto. No extension of any time limit granted by a party shall constitute an extension of any other time limit and no consent by a party to, nor waiver of, a breach by the other, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.
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