Common use of BAG Clause in Contracts

BAG. and Sub wish to assign all of their rights and obligations under the Stock Purchase Agreement to Sunbelt. BAG also hereby informs the Company and the Stockholder that, prior to Closing, BAG is expected to merge with and into Sunbelt, and Sub will be dissolved. If the proposed merger of BAG into Sunbelt is completed, BAG will cease to exist as a separate corporation. Subject to the completion of the transactions described in this paragraph, by their signatures below, as required by Section 10.4 of the Stock Purchase Agreement, the Company and the Stockholder hereby consent to (i) the express assignment by BAG and Sub of all of their rights and obligations under the Stock Purchase Agreement to Sunbelt and Sunbelt's express assumption of such rights and obligations; (ii) the proposed merger of BAG into Sunbelt, as a result of which BAG will cease to exist as a separate corporation and will have no further rights or obligations under the Stock Purchase Agreement, and Sunbelt, by operation of law, will assume all rights and obligations of BAG under the Stock Purchase Agreement; and (iii) the dissolution of Sub. At or prior to the Closing, if any such mergers or future assignments are completed, Sunbelt shall deliver to the Company and the Stockholder copies of documents which confirm such actions. In addition, all parties agree that all references in the Stock Purchase Agreement to the "Buyer Public Offering," the "Sunbelt Public Offering," and the "Registration Statement" shall be deemed to refer to a public offering and sale of shares of the common stock of Sunbelt.