Guam 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. GUAM SAMPLE PURCHASE AGREEMENT This Guam Sample Purchase Agreement ("Agreement") is entered into by and between Refer Corporation, a corporation organized and existing under the laws of Guam, with its principal place of business at [Address] ("Refer Corporation"), Refer Northeast, a corporation organized and existing under the laws of Guam, with its principal place of business at [Address] ("Refer Northeast"), Spy plane, LLC, a limited liability company organized and existing under the laws of Guam, with its principal place of business at [Address] ("Spy plane, LLC"), and the Equity holders, as defined below. WHEREAS, Refer Corporation, Refer Northeast, and Spy plane, LLC (collectively referred to as the "Buyers") desire to purchase certain assets and assume certain liabilities of the Equity holders, as defined below, pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, the Equity holders, collectively owning equity interests in [Company Name], desire to sell certain assets and transfer certain liabilities to the Buyers, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements, covenants, and promises contained herein, the parties agree as follows: 1. DEFINITIONS — "Buyers" referefereeer CorporationReferer Northeast, and Spy plane, LLC collectively. —EquitholderRSSrs" refers to the individuals or entities collectively owning equity interests in [Company Name]. — "Assets" refer to all tangible and intangible assets, properties, rights, claims, licenses, permits, and intellectual property, as delineated in Exhibit A. — "Liabilities" refer to all debts, obligations, duties, and responsibilities, as delineated in Exhibit B. 2. PURCHASE AND SALE OF ASSETS 2.1 Agreement to Purchase: The Buyers agree to purchase from the Equity holders, and the Equity holders agree to sell to the Buyers, the Assets as described in Exhibit A, subject to the terms and conditions of this Agreement. 2.2 Purchase Price: The total purchase price for the Assets shall be [Amount] payable as follows: [Payment terms and schedule]. 3. ASSUMPTION OF LIABILITIES 3.1 Assumed Liabilities: The Buyers agree to assume only the specific Liabilities as outlined in Exhibit B attached hereto. 3.2 Excluded Liabilities: The Buyers shall not assume any Liabilities other than the Assumed Liabilities, including but not limited to [Specific exclusions if any]. 4. CLOSING 4.1 Closing Date: The closing shall occur on [Closing Date], or such other date as mutually agreed upon by the parties and in accordance with the provisions set forth in Clause 4.2. 4.2 Closing Conditions: The closing of the transaction contemplated herein is subject to satisfaction (or waiver) of certain conditions, including but not limited to [Closing conditions]. 5. REPRESENTATIONS AND WARRANTIES 5.1 Buyers' Representations and Warranties: The Buyers jointly and severally represent and warrant that they have the necessary authority, approvals, and financial capability to consummate this Agreement. 5.2 Equity holders' Representations and Warranties: The Equity holders jointly and severally represent and warrant that they have full power and authority to enter into this Agreement and have disclosed all material information related to the Assets and Liabilities. 6. INDEMNIFICATION 6.1 Indemnification by the Equity holders: The Equity holders shall indemnify, defend, and hold harmless the Buyers from any Losses arising out of breaches of representations, warranties, covenants, or obligations set forth in this Agreement. 6.2 Indemnification by the Buyers: The Buyers shall indemnify, defend, and hold harmless the Equity holders from any Losses arising out of breaches of representations, warranties, covenants, or obligations set forth in this Agreement. 7. GOVERNING LAW AND DISPUTE RESOLUTION 7.1 Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of Guam. 7.2 Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved through arbitration or mediation as set forth in the dispute resolution mechanism outlined in Clause 7.3. 7.3 Dispute Resolution Mechanism: Any dispute arising between the parties shall be first resolved through good faith negotiations. If the dispute remains unresolved within [Number of days], either party may initiate mediation or arbitration proceedings as outlined in Exhibit C. This Guam Sample Purchase Agreement serves as a template agreement for the purchase and sale of assets between Refer Corporation, Refer Northeast, Spy plane, LLC, and the Equity holders. Customize this agreement to accurately reflect the specific terms, conditions, and obligations of the parties involved.

GUAM SAMPLE PURCHASE AGREEMENT This Guam Sample Purchase Agreement ("Agreement") is entered into by and between Refer Corporation, a corporation organized and existing under the laws of Guam, with its principal place of business at [Address] ("Refer Corporation"), Refer Northeast, a corporation organized and existing under the laws of Guam, with its principal place of business at [Address] ("Refer Northeast"), Spy plane, LLC, a limited liability company organized and existing under the laws of Guam, with its principal place of business at [Address] ("Spy plane, LLC"), and the Equity holders, as defined below. WHEREAS, Refer Corporation, Refer Northeast, and Spy plane, LLC (collectively referred to as the "Buyers") desire to purchase certain assets and assume certain liabilities of the Equity holders, as defined below, pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, the Equity holders, collectively owning equity interests in [Company Name], desire to sell certain assets and transfer certain liabilities to the Buyers, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual agreements, covenants, and promises contained herein, the parties agree as follows: 1. DEFINITIONS — "Buyers" referefereeer CorporationReferer Northeast, and Spy plane, LLC collectively. —EquitholderRSSrs" refers to the individuals or entities collectively owning equity interests in [Company Name]. — "Assets" refer to all tangible and intangible assets, properties, rights, claims, licenses, permits, and intellectual property, as delineated in Exhibit A. — "Liabilities" refer to all debts, obligations, duties, and responsibilities, as delineated in Exhibit B. 2. PURCHASE AND SALE OF ASSETS 2.1 Agreement to Purchase: The Buyers agree to purchase from the Equity holders, and the Equity holders agree to sell to the Buyers, the Assets as described in Exhibit A, subject to the terms and conditions of this Agreement. 2.2 Purchase Price: The total purchase price for the Assets shall be [Amount] payable as follows: [Payment terms and schedule]. 3. ASSUMPTION OF LIABILITIES 3.1 Assumed Liabilities: The Buyers agree to assume only the specific Liabilities as outlined in Exhibit B attached hereto. 3.2 Excluded Liabilities: The Buyers shall not assume any Liabilities other than the Assumed Liabilities, including but not limited to [Specific exclusions if any]. 4. CLOSING 4.1 Closing Date: The closing shall occur on [Closing Date], or such other date as mutually agreed upon by the parties and in accordance with the provisions set forth in Clause 4.2. 4.2 Closing Conditions: The closing of the transaction contemplated herein is subject to satisfaction (or waiver) of certain conditions, including but not limited to [Closing conditions]. 5. REPRESENTATIONS AND WARRANTIES 5.1 Buyers' Representations and Warranties: The Buyers jointly and severally represent and warrant that they have the necessary authority, approvals, and financial capability to consummate this Agreement. 5.2 Equity holders' Representations and Warranties: The Equity holders jointly and severally represent and warrant that they have full power and authority to enter into this Agreement and have disclosed all material information related to the Assets and Liabilities. 6. INDEMNIFICATION 6.1 Indemnification by the Equity holders: The Equity holders shall indemnify, defend, and hold harmless the Buyers from any Losses arising out of breaches of representations, warranties, covenants, or obligations set forth in this Agreement. 6.2 Indemnification by the Buyers: The Buyers shall indemnify, defend, and hold harmless the Equity holders from any Losses arising out of breaches of representations, warranties, covenants, or obligations set forth in this Agreement. 7. GOVERNING LAW AND DISPUTE RESOLUTION 7.1 Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of Guam. 7.2 Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved through arbitration or mediation as set forth in the dispute resolution mechanism outlined in Clause 7.3. 7.3 Dispute Resolution Mechanism: Any dispute arising between the parties shall be first resolved through good faith negotiations. If the dispute remains unresolved within [Number of days], either party may initiate mediation or arbitration proceedings as outlined in Exhibit C. This Guam Sample Purchase Agreement serves as a template agreement for the purchase and sale of assets between Refer Corporation, Refer Northeast, Spy plane, LLC, and the Equity holders. Customize this agreement to accurately reflect the specific terms, conditions, and obligations of the parties involved.