Delaware Sample Purchase Agreement between Tesoro Petroleum Corp., Tesoro Gas Resources Company, Inc. and EEX Operating, LLC regarding sale of all shares of capital stock

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9210
• Format: Word; Rich Text

Description

Purchase Agreement between Tesoro Petroleum Corporation, Tesoro Gas Resources Company, Inc. and EEX Operating, LLC regarding the sale of all shares of capital stock Tesoro Petroleum Corporation and Tesoro Gas Resources Company, Inc. to EEX Operating, Title: Delaware Sample Purchase Agreement for Sale of All Shares of Capital Stock Keywords: Delaware, Sample Purchase Agreement, Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC, sale, shares of capital stock Introduction: This article provides a detailed description of the Delaware Sample Purchase Agreement for the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement outlines the terms and conditions of the transaction, ensuring a smooth and legally binding sale of the shares of capital stock. There might be different types of Delaware Sample Purchase Agreements, each tailored to specific circumstances or variations in the terms. Main Body: 1. Description of Parties: Resortro Petroleum Corp.: A prominent petroleum corporation, the selling party. Resortro Gas Resources Company, Inc.: A subsidiary company of Resort Petroleum Corp., also a selling party. EXEX Operating, LLC: The purchasing party interested in acquiring all shares of capital stock. 2. Agreement Details: The Delaware Sample Purchase Agreement covers the following aspects: a. Purchase Price and Consideration: — Amount agreed upon in monetary terms for the total value of all shares of capital stock being sold. — Other forms of consideration, if any, involved in the transaction (e.g., assumption of liabilities). b. Shares of Capital Stock: — Specification of the type and total number of shares being sold. — Verification of the current ownership and validity of the shares. c. Representations and Warranties: — Assurance from the selling parties regarding the ownership, title, and authority to sell the shares. — Representations regarding the absence of any claims, encumbrances, or legal impediments to the sale. d. Covenants and Conditions: — Obligations of the selling parties to ensure a smooth transfer of ownership, such as providing necessary documents and shareholder approval. — Conditions precedent to the closing of the transaction, including regulatory approvals, third-party consents, or inspections. e. Indemnification and Limitation of Liability: — Specifies the indemnification obligations of both parties in case of breaches or inaccuracies in representations, warranties, or covenants. — Outlines limitations on liability and circumstances under which indemnification claims can be made. f. Governing Law and Jurisdiction: — Specifies that the agreement will be governed by the laws of the state of Delaware. — Determines the jurisdiction for resolution of any disputes arising from the agreement. Types of Delaware Sample Purchase Agreements: 1. Share Purchase Agreement: This type focuses on the sale of shares. 2. Asset Purchase Agreement: This agreement primarily involves the purchase of specific assets of a company rather than shares. Conclusion: The Delaware Sample Purchase Agreement serves as a comprehensive and legally binding document that facilitates the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement outlines all the necessary details, including purchase price, representations, warranties, covenants, and conditions, ensuring a smooth and transparent transaction. Different types may exist, such as Share Purchase Agreements or Asset Purchase Agreements, depending on the specific nature of the sale.

Title: Delaware Sample Purchase Agreement for Sale of All Shares of Capital Stock Keywords: Delaware, Sample Purchase Agreement, Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC, sale, shares of capital stock Introduction: This article provides a detailed description of the Delaware Sample Purchase Agreement for the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement outlines the terms and conditions of the transaction, ensuring a smooth and legally binding sale of the shares of capital stock. There might be different types of Delaware Sample Purchase Agreements, each tailored to specific circumstances or variations in the terms. Main Body: 1. Description of Parties: Resortro Petroleum Corp.: A prominent petroleum corporation, the selling party. Resortro Gas Resources Company, Inc.: A subsidiary company of Resort Petroleum Corp., also a selling party. EXEX Operating, LLC: The purchasing party interested in acquiring all shares of capital stock. 2. Agreement Details: The Delaware Sample Purchase Agreement covers the following aspects: a. Purchase Price and Consideration: — Amount agreed upon in monetary terms for the total value of all shares of capital stock being sold. — Other forms of consideration, if any, involved in the transaction (e.g., assumption of liabilities). b. Shares of Capital Stock: — Specification of the type and total number of shares being sold. — Verification of the current ownership and validity of the shares. c. Representations and Warranties: — Assurance from the selling parties regarding the ownership, title, and authority to sell the shares. — Representations regarding the absence of any claims, encumbrances, or legal impediments to the sale. d. Covenants and Conditions: — Obligations of the selling parties to ensure a smooth transfer of ownership, such as providing necessary documents and shareholder approval. — Conditions precedent to the closing of the transaction, including regulatory approvals, third-party consents, or inspections. e. Indemnification and Limitation of Liability: — Specifies the indemnification obligations of both parties in case of breaches or inaccuracies in representations, warranties, or covenants. — Outlines limitations on liability and circumstances under which indemnification claims can be made. f. Governing Law and Jurisdiction: — Specifies that the agreement will be governed by the laws of the state of Delaware. — Determines the jurisdiction for resolution of any disputes arising from the agreement. Types of Delaware Sample Purchase Agreements: 1. Share Purchase Agreement: This type focuses on the sale of shares. 2. Asset Purchase Agreement: This agreement primarily involves the purchase of specific assets of a company rather than shares. Conclusion: The Delaware Sample Purchase Agreement serves as a comprehensive and legally binding document that facilitates the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement outlines all the necessary details, including purchase price, representations, warranties, covenants, and conditions, ensuring a smooth and transparent transaction. Different types may exist, such as Share Purchase Agreements or Asset Purchase Agreements, depending on the specific nature of the sale.