Purchase and Sale of Membership Interests

Purchase and Sale of Membership Interests. This Membership Interest Purchase Agreement (this 'Agreement') is entered into on September 29, 2006, by and among CROCS, Inc., a Delaware corporation ('Buyer'), each of the parties listed as 'Sellers' on the signature pages hereto (each a 'Seller' and collectively, 'Sellers'), and Rich Schmelzer, as Member Agent (as hereinafter defined). Buyer, Sellers and Member Agent are referred to collectively herein as the 'Parties'. Sellers in the aggregate own all of the outstanding Membership Interests... of Jibbitz, LLC, a Colorado limited liability company ('Target'). This Agreement contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell to Buyer, all of the outstanding membership interests of Target in return for cash and the other consideration described herein. For United States federal income tax purposes, the parties intend to treat the purchase of Target membership interests as a transaction covered under Revenue Ruling 99-6. Concurrently with the execution of this Agreement, Buyer and Target are entering into the Endorsement Agreement. Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows. View More