Florida Sample Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9395
• Format: Word; Rich Text

Description

Membership Share Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders regarding acquiring units from equityholders in exchange for shares of common stock dated May, 1999. 49 pages. Florida Sample Purchase Agreement This Sample Purchase Agreement is entered into by Refer Corporation ("Seller"), Refer Northeast ("Buyer"), Spy plane, LLC ("Target Company"), and the Equity holders of the Target Company ("Equity holders") on [date]. 1. Background and Purpose: This Purchase Agreement outlines the terms and conditions of the acquisition of the Target Company by Buyer. It sets forth the rights, obligations, and responsibilities of all parties involved in this transaction. 2. Definitions: The agreement defines key terms such as 'Target Company', 'Equity holders', 'Purchase Price', 'Closing Date', 'Assets', 'Liabilities', and other relevant terms for clarity and proper understanding of the agreement. 3. Purchase of Assets: This section details the assets being sold by the Seller, including but not limited to tangible assets, intellectual property, client contracts, and other assets specifically listed in Schedule A. 4. Purchase Price and Payment Terms: The agreement specifies the total Purchase Price, the manner in which the payment will be made, and any additional terms related to the payment, such as installment payments or escrow arrangements. 5. Representations and Warranties: Both the Seller and the Buyer make various representations and warranties regarding their respective authority, due diligence, financial statements, legal compliance, and more. This section ensures transparency and protection for all parties involved. 6. Covenants: The agreement outlines the covenants that the Seller and the Buyer must adhere to during the period between signing the agreement and the Closing Date. These covenants may include non-competition agreements, confidentiality obligations, and cooperation for necessary filings. 7. Conditions Precedent: Any conditions that must be satisfied or waived before the Closing Date are stated in this section. These may include regulatory approvals, third-party consents, or satisfactory completion of due diligence. 8. Termination: This section defines the circumstances under which the agreement may be terminated, such as a breach of representations or failure to meet agreed-upon conditions. It also outlines the consequences and remedies available to the non-breaching party in case of termination. 9. Governing Law and Jurisdiction: The agreement specifies that the laws of the state of Florida govern its interpretation and enforcement. It also designates a specific jurisdiction where any disputes arising out of the agreement will be resolved. Types of Florida Sample Purchase Agreements between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: 1. Asset Purchase Agreement: This type of agreement focuses on the purchase of assets, where the Buyer acquires specific assets and assumes certain liabilities of the Target Company. 2. Stock Purchase Agreement: In this agreement, the Buyer purchases the outstanding shares of the Target Company from the Equity holders, acquiring control over the entire company without necessarily purchasing its individual assets. 3. Merger Agreement: A merger agreement combines two or more companies into one, with one surviving entity. This agreement outlines the terms and conditions of the merger, including the treatment of equity holders, assets, and liabilities. By utilizing the above content, you can create different versions of the Florida Sample Purchase Agreement with distinct characteristics and additional clauses that cater to specific situations and requirements.

Florida Sample Purchase Agreement This Sample Purchase Agreement is entered into by Refer Corporation ("Seller"), Refer Northeast ("Buyer"), Spy plane, LLC ("Target Company"), and the Equity holders of the Target Company ("Equity holders") on [date]. 1. Background and Purpose: This Purchase Agreement outlines the terms and conditions of the acquisition of the Target Company by Buyer. It sets forth the rights, obligations, and responsibilities of all parties involved in this transaction. 2. Definitions: The agreement defines key terms such as 'Target Company', 'Equity holders', 'Purchase Price', 'Closing Date', 'Assets', 'Liabilities', and other relevant terms for clarity and proper understanding of the agreement. 3. Purchase of Assets: This section details the assets being sold by the Seller, including but not limited to tangible assets, intellectual property, client contracts, and other assets specifically listed in Schedule A. 4. Purchase Price and Payment Terms: The agreement specifies the total Purchase Price, the manner in which the payment will be made, and any additional terms related to the payment, such as installment payments or escrow arrangements. 5. Representations and Warranties: Both the Seller and the Buyer make various representations and warranties regarding their respective authority, due diligence, financial statements, legal compliance, and more. This section ensures transparency and protection for all parties involved. 6. Covenants: The agreement outlines the covenants that the Seller and the Buyer must adhere to during the period between signing the agreement and the Closing Date. These covenants may include non-competition agreements, confidentiality obligations, and cooperation for necessary filings. 7. Conditions Precedent: Any conditions that must be satisfied or waived before the Closing Date are stated in this section. These may include regulatory approvals, third-party consents, or satisfactory completion of due diligence. 8. Termination: This section defines the circumstances under which the agreement may be terminated, such as a breach of representations or failure to meet agreed-upon conditions. It also outlines the consequences and remedies available to the non-breaching party in case of termination. 9. Governing Law and Jurisdiction: The agreement specifies that the laws of the state of Florida govern its interpretation and enforcement. It also designates a specific jurisdiction where any disputes arising out of the agreement will be resolved. Types of Florida Sample Purchase Agreements between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: 1. Asset Purchase Agreement: This type of agreement focuses on the purchase of assets, where the Buyer acquires specific assets and assumes certain liabilities of the Target Company. 2. Stock Purchase Agreement: In this agreement, the Buyer purchases the outstanding shares of the Target Company from the Equity holders, acquiring control over the entire company without necessarily purchasing its individual assets. 3. Merger Agreement: A merger agreement combines two or more companies into one, with one surviving entity. This agreement outlines the terms and conditions of the merger, including the treatment of equity holders, assets, and liabilities. By utilizing the above content, you can create different versions of the Florida Sample Purchase Agreement with distinct characteristics and additional clauses that cater to specific situations and requirements.