(8) Compliance with Laws and Regulations.
To its knowledge， Buyer is in compliance， in all material respects， with all laws， rules， regulations， orders and requirements (federal， state and local) applicable to it in all jurisdictions in which the business of Buyer is currently conducted or to which Buyer is currently subject， which may have a material impact on Buyer， including， without limitation， all applicable civil rights and equal opportunity employment laws and regulations， all state and federal antitrust and fair trade practice laws and the Federal Occupational Health and Safety Act. Buyer does not know of any assertion by any party that Buyer is in violation of any such laws， rules， regulations， orders， restrictions or requirements with respect to its current operations， and no notice in that regard has been received by Buyer. To Buyer’s knowledge， there is not presently pending any proceeding， hearing or investigation with respect to the adoption of amendments or modifications of existing laws， rules， regulations， orders， restrictions or requirements which， if adopted， would materially adversely affect the current operations of Buyer.
(9) Compliance with Laws.
(a) To its knowledge， the business operations， property and assets of Buyer (and to the knowledge of Buyer， the business of any sub-tenant or license which is occupying or has occupied any space on any premises of Buyer and the activities of which could result in any material adverse liability to Buyer) (i) conform with and are in compliance in all material respects with all， and are not in material violation of any applicable federal， state and local laws， rules and regulations， including， but not limited to， CERCLA and RCRA， as well as any other laws， rules or regulations relating to tax， product liability， controlled substances， product registration， environmental protection， hazardous or toxic waste， employment， or occupational safety matters； and (ii) have been conducted and operated in a manner such that， to Buyer’s knowledge， Buyer has no foreseeable potential liabilities for environmental clean-up under CERCLA， RCRA or under any law， rule， regulation or common or civil law doctrine. (b) To its knowledge， no predecessor-in-title to any real property now or previously owned or operated by Buyer， nor any predecessor operator thereof conducted its business or operated such property in violation of CERCLA and RCRA or any other applicable， federal， state and local laws， rules and regulations relating to environmental protection or hazardous or toxic waste matters. (c) Except as disclosed a schedule attached by Buyer to this Agreement， no suit， action， claim， proceeding nor investigation review or inquiry by any Government Entity concerning any such possible violations by Buyer is pending or， to Buyer’s knowledge， threatened， including， but not limited to， matters relating to diagnostic tests and products and product liability， environmental protection， hazardous or toxic waste， controlled substances， employment， occupational safety or tax matters. Buyer does not know of any reasonable basis or ground for any such suit， claim， investigation， inquiry or proceeding.
6. Miscellaneous
(1) Expenses.
The parties will pay for all their own expenses and costs.
(2) Survival of Representations， Warranties and Covenants.
All statements contained in this Agreement or in any certificate delivered by or on behalf of Seller or Buyer pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations， warranties and covenants by Seller or Buyer， as the case may be， hereunder. All representations， warranties and covenants made by Seller and by Buyer in this Agreement or pursuant hereto， shall survive through the Closing Date.
(3) Nondisclosure.
Buyer will not at any time after the date of this Agreement， without Seller’ consent， divulge， furnish to or make accessible to anyone (other than to its representatives as part of its due diligence or corporate investigation) any knowledge or information with respect to confidential or secret processes， inventions， discoveries， improvements， formulae， plans， material， devices or ideas or know-how， whether patentable or not， with respect to any confidential or secret aspects (including， without limitation， customers or suppliers) (“Confidential Information”) of Seller.
(4) Succession and Assignments； Third Party Beneficiaries.
This Agreement may not be assigned (either voluntarily or involuntarily) by any party hereto without the express written consent of the other party. Any attempted assignment in violation of this Section shall be void and ineffective for all purposes. In the event of an assignment permitted by this Section， this Agreement shall be binding upon the heirs， successors and assigns of the parties hereto. Except as expressly set forth in this Section， there shall be no third party beneficiaries of this Agreement.
(5) Notices.
All notices， requests， demands or other communications with respect to this Agreement shall be in writing and shall be (i) sent by facsimile transmission， (ii) sent by the federal postal service， registered or certified mail， return receipt requested， or (iii) personally delivered by a nationally recognized express overnight courier service， charges prepaid， to the addresses specified in writing by each party.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT， HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE， AND UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.
Buyer (signature)：___________________
Seller (signature)：____________________
股票置换协议
此股票置换协议（以下简称“协议”）是____年____月____日这一天签订的，签约双方分别是ABC公司（买方）与XYZ公司（卖方）。
说明条款
买方想要获得卖方所有已发行和未偿付的普通股股份，而卖方希望拥有买方从他那里获得的所有已发行和未偿普通股股份，唯一的目的就是根据此股票交换协议设定的条款和条件为买方在中国的经营成立一家美国控股公司。
买方和卖方的董事会已经决定买方的最佳利益就是按照股票置换交易获得卖方所有已发行和未偿付的普通股股份。
