Delaware Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC and Equity holders This Delaware Sample Purchase Agreement sets forth the terms and conditions governing the purchase and sale of equity interests in Spy plane, LLC by Refer Corporation and Refer Northeast (collectively referred to as the "Buyers"). The Agreement also outlines the rights and obligations of the Sellers (the "Equity holders") in relation to the transaction. 1. Parties: The Agreement identifies the Buyers as Refer Corporation, a Delaware corporation with its principal place of business at [Address], and Refer Northeast, a Delaware corporation with its principal place of business at [Address]. The Sellers, comprising the Equity holders, are individuals or entities who collectively hold the equity interests in Spy plane, LLC. 2. Transaction Structure: This section describes the type of transaction being undertaken, whether it is an asset purchase, a stock purchase, a merger, or any other applicable form of acquisition. 3. Purchase Price: The Agreement details the purchase price, including the consideration to be paid by the Buyers to the Equity holders for the acquisition of the equity interests in Spy plane, LLC. 4. Representations and Warranties: Both the Buyers and the Equity holders provide representations and warranties regarding their respective legal powers, authority, and capacity to enter into and execute this Agreement, as well as representations regarding the accuracy and completeness of the information provided. 5. Covenants: This section stipulates the commitments of the Parties post-closing, including matters related to further assurances, non-competition, non-solicitation, confidentiality, and cooperation during transition. 6. Conditions Precedent: The conditions that must be satisfied by both Parties for the Agreement to become effective are delineated here. These may include regulatory approvals, third-party consents, and necessary shareholder approvals. 7. Indemnification: The Agreement outlines the indemnification provisions under which the Parties are entitled to recourse in the event of any breach of representations, warranties, covenants, or any third-party claims arising from the transaction. 8. Termination: The circumstances under which termination of the Agreement may occur are specified, along with the resulting effects and obligations of the Parties. 9. Governing Law and Jurisdiction: This provision establishes that the Agreement will be governed by and interpreted under the laws of the State of Delaware, and any disputes will be resolved in a specified jurisdiction. Different types of Delaware Sample Purchase Agreements between these Parties may include variations in the purchase price, payment terms, representations and warranties, or any specific provisions deemed necessary for a particular transaction. It is essential to customize the Agreement to reflect the unique circumstances of the acquisition.
Delaware Sample Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders
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