Connecticut Sample Purchase Agreement between ESAT, Inc. and Wentworth, LLC

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9156
• Format: Word; Rich Text

Description

Securities Purchase Agreement between ESAT, Inc. and Wentworth, LLC dated December 29, 1999. 21 pages Connecticut Sample Purchase Agreement between EAT, Inc. and Wentworth, LLC This Connecticut Sample Purchase Agreement is entered into between EAT, Inc. (hereinafter referred to as "Seller") and Wentworth, LLC (hereinafter referred to as "Buyer") on this ___ day of _______, 20__. 1. Agreement Overview: This Purchase Agreement outlines the terms and conditions for the sale and transfer of certain assets and rights from Seller to Buyer. It aims to ensure a smooth and legally compliant transaction process. 2. Definitions: — SellerEATAT, Inc., a Connecticut-based company engaged in the provision of software solutions. — Buyer: Wentworth, LLC, a Connecticut-based company interested in purchasing specific assets and rights from Seller. — Assets: The intellectual property, technology, equipment, tangible goods, contracts, licenses, and any other items being sold by Seller to Buyer. 3. Purchase Price: The total consideration for the Assets is stated as $________ (the "Purchase Price"). Buyer agrees to pay the Purchase Price in the following manner: — _______% of the Purchase Price as an initial deposit due upon the execution of this Agreement. — The remaining _______% of the Purchase Price shall be paid on or before the _______, 20__, at the closing of the transaction. 4. Closing Procedure: 4.1 Conditions Precedent: The effectiveness of this Agreement and subsequent completion of the transaction shall be subject to the fulfillment of the following conditions by both parties: — Buyer's satisfactory due diligence review of the Assets. — Consent from any relevant third parties required for the transfer of specific licenses or contracts. — Any required approvals or clearances from government entities or regulatory bodies. 4.2 Closing Date: Both parties shall use their best efforts to complete the transaction and close the sale on or before the _______, 20__. If any conditions precedent remain unfulfilled, the Closing Date may be extended by mutual agreement. 5. Representations and Warranties: Both parties agree to provide certain representations and warranties regarding their legal capacity, authority, and the condition of the Assets. The Agreement contains specific clauses covering: — Title and Ownership of the Assets— - Intellectual Property Rights. — Absence of Liabilities or Material Adverse Changes. — Compliance with Laws and Regulations— - Authorizations and Consents. 6. Indemnification: Seller agrees to indemnify and hold harmless Buyer from any losses, damages, or liabilities arising from breaches of representations or warranties, or any claims asserted by a third party against Buyer related to the Assets. 7. Confidentiality: Both parties acknowledge that certain information provided or disclosed throughout the transaction may be confidential or proprietary. They agree to maintain strict confidentiality and may only disclose such information to their advisors or as required by applicable laws. 8. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the state of Connecticut. Any disputes or claims arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. 9. Entire Agreement: This Purchase Agreement constitutes the entire agreement between the parties with respect to the purchase and sale of the Assets and supersedes all prior negotiations, representations, or agreements, whether written or oral. 10. Execution: This Agreement may be executed in counterparts, and signatures delivered electronically or via facsimile, each of which shall be deemed an original. Different types of Connecticut Sample Purchase Agreements between EAT, Inc. and Wentworth, LLC may include variations in terms of asset class, purchase price, specific representations and warranties, or unique provisions tailored to the nature of the transaction. These variations may include: — Purchase Agreement for Software Assets — Purchase Agreement for Intellectual Property Rights — Purchase Agreement for Equipment and Tangible Property — Purchase Agreement for Contracts and Licenses — Purchase Agreement for Real Estate and Intangible Assets.

Connecticut Sample Purchase Agreement between EAT, Inc. and Wentworth, LLC This Connecticut Sample Purchase Agreement is entered into between EAT, Inc. (hereinafter referred to as "Seller") and Wentworth, LLC (hereinafter referred to as "Buyer") on this ___ day of _______, 20__. 1. Agreement Overview: This Purchase Agreement outlines the terms and conditions for the sale and transfer of certain assets and rights from Seller to Buyer. It aims to ensure a smooth and legally compliant transaction process. 2. Definitions: — SellerEATAT, Inc., a Connecticut-based company engaged in the provision of software solutions. — Buyer: Wentworth, LLC, a Connecticut-based company interested in purchasing specific assets and rights from Seller. — Assets: The intellectual property, technology, equipment, tangible goods, contracts, licenses, and any other items being sold by Seller to Buyer. 3. Purchase Price: The total consideration for the Assets is stated as $________ (the "Purchase Price"). Buyer agrees to pay the Purchase Price in the following manner: — _______% of the Purchase Price as an initial deposit due upon the execution of this Agreement. — The remaining _______% of the Purchase Price shall be paid on or before the _______, 20__, at the closing of the transaction. 4. Closing Procedure: 4.1 Conditions Precedent: The effectiveness of this Agreement and subsequent completion of the transaction shall be subject to the fulfillment of the following conditions by both parties: — Buyer's satisfactory due diligence review of the Assets. — Consent from any relevant third parties required for the transfer of specific licenses or contracts. — Any required approvals or clearances from government entities or regulatory bodies. 4.2 Closing Date: Both parties shall use their best efforts to complete the transaction and close the sale on or before the _______, 20__. If any conditions precedent remain unfulfilled, the Closing Date may be extended by mutual agreement. 5. Representations and Warranties: Both parties agree to provide certain representations and warranties regarding their legal capacity, authority, and the condition of the Assets. The Agreement contains specific clauses covering: — Title and Ownership of the Assets— - Intellectual Property Rights. — Absence of Liabilities or Material Adverse Changes. — Compliance with Laws and Regulations— - Authorizations and Consents. 6. Indemnification: Seller agrees to indemnify and hold harmless Buyer from any losses, damages, or liabilities arising from breaches of representations or warranties, or any claims asserted by a third party against Buyer related to the Assets. 7. Confidentiality: Both parties acknowledge that certain information provided or disclosed throughout the transaction may be confidential or proprietary. They agree to maintain strict confidentiality and may only disclose such information to their advisors or as required by applicable laws. 8. Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the state of Connecticut. Any disputes or claims arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. 9. Entire Agreement: This Purchase Agreement constitutes the entire agreement between the parties with respect to the purchase and sale of the Assets and supersedes all prior negotiations, representations, or agreements, whether written or oral. 10. Execution: This Agreement may be executed in counterparts, and signatures delivered electronically or via facsimile, each of which shall be deemed an original. Different types of Connecticut Sample Purchase Agreements between EAT, Inc. and Wentworth, LLC may include variations in terms of asset class, purchase price, specific representations and warranties, or unique provisions tailored to the nature of the transaction. These variations may include: — Purchase Agreement for Software Assets — Purchase Agreement for Intellectual Property Rights — Purchase Agreement for Equipment and Tangible Property — Purchase Agreement for Contracts and Licenses — Purchase Agreement for Real Estate and Intangible Assets.