Hawaii 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. Hawaii Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: This Purchase Agreement ("Agreement") is entered into on [date] by and among Refer Corporation, Refer Northeast, Spy plane, LLC (collectively referred to as the "Buyers") and the equity holders (collectively referred to as the "Sellers"). 1. Introduction: This section provides a clear overview of the Agreement, stating the names of all parties involved, the effective date, and the purpose of the Agreement. 2. Definitions: This section defines crucial terms and phrases used throughout the Agreement, ensuring a clear understanding by all parties. Common terms may include "Buyers," "Sellers," "Equity holders," and any other relevant parties. 3. Purchase and Sale of Equity: 3.1 Shares Included: This clause specifies the number and type of equity being purchased by the Buyers, guaranteeing transparency in the transaction. 3.2 Purchase Price: Details the agreed-upon purchase price for the equity being acquired, including any adjustments, assumptions, or contingent consideration agreed upon by the Buyers and Sellers. 3.3 Payment Terms: Outlines the method, timing, and terms of payment for the equity, including any hold backs, escrow arrangements, or other financial arrangements. 4. Representations and Warranties: 4.1 Sellers' Representations and Warranties: Enumerates the representations and warranties made by the Sellers concerning the equity being sold, including the accuracy of financial statements, absence of material liabilities, and compliance with laws and regulations. 4.2 Buyers' Representations and Warranties: Specifies the representations and warranties made by the Buyers, such as their ability to complete the transaction, any required regulatory approvals, and compliance with applicable laws. 5. Covenants: 5.1 Access and Cooperation: Addresses the Sellers' obligations to provide the Buyers with access to relevant information, books, and records, and their cooperation during the due diligence process. 5.2 Non-Competition and Non-Solicitation: Imposes restrictions on Sellers' ability to compete with the Business or solicit its customers, employees, or suppliers for a specified period. 6. Conditions Precedent and Closing: 6.1 Closing Conditions: Lists the conditions that must be satisfied before the closing of the transaction, such as obtaining necessary consents, regulatory approvals, and the absence of material adverse changes. 6.2 Termination: Explains the circumstances under which the Agreement may be terminated before closing, including breach of representations, failure of conditions, or mutual agreement. 7. Indemnification and Remedies: 7.1 Indemnification: Outlines the procedures for indemnification in case of breaches of representations, warranties, or covenants, including procedures for making claims and resolving disputes. 7.2 Limitation of Liability: Defines the maximum liability of each party for any breaches or representations made under this Agreement, including any exceptions or carve-outs. 8. Governing Law and Dispute Resolution: Specifies the governing law that will apply to the Agreement and outlines the chosen method for resolving any disputes or claims arising from the Agreement, such as mediation, arbitration, or litigation. 9. Miscellaneous: 9.1 Entire Agreement: States that the Agreement represents the entire understanding between the parties, superseding any prior agreements, negotiations, or representations. 9.2 Assignment: Addresses the rights and obligations of the parties in case of an assignment or transfer of the Agreement to a third party. Different types of Hawaii Sample Purchase Agreements between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders may be based on varying transaction structures, such as asset purchases, stock purchases, mergers, or combinations thereof. Each type would require specific clauses and provisions tailored to the specific transaction structure.

Hawaii Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: This Purchase Agreement ("Agreement") is entered into on [date] by and among Refer Corporation, Refer Northeast, Spy plane, LLC (collectively referred to as the "Buyers") and the equity holders (collectively referred to as the "Sellers"). 1. Introduction: This section provides a clear overview of the Agreement, stating the names of all parties involved, the effective date, and the purpose of the Agreement. 2. Definitions: This section defines crucial terms and phrases used throughout the Agreement, ensuring a clear understanding by all parties. Common terms may include "Buyers," "Sellers," "Equity holders," and any other relevant parties. 3. Purchase and Sale of Equity: 3.1 Shares Included: This clause specifies the number and type of equity being purchased by the Buyers, guaranteeing transparency in the transaction. 3.2 Purchase Price: Details the agreed-upon purchase price for the equity being acquired, including any adjustments, assumptions, or contingent consideration agreed upon by the Buyers and Sellers. 3.3 Payment Terms: Outlines the method, timing, and terms of payment for the equity, including any hold backs, escrow arrangements, or other financial arrangements. 4. Representations and Warranties: 4.1 Sellers' Representations and Warranties: Enumerates the representations and warranties made by the Sellers concerning the equity being sold, including the accuracy of financial statements, absence of material liabilities, and compliance with laws and regulations. 4.2 Buyers' Representations and Warranties: Specifies the representations and warranties made by the Buyers, such as their ability to complete the transaction, any required regulatory approvals, and compliance with applicable laws. 5. Covenants: 5.1 Access and Cooperation: Addresses the Sellers' obligations to provide the Buyers with access to relevant information, books, and records, and their cooperation during the due diligence process. 5.2 Non-Competition and Non-Solicitation: Imposes restrictions on Sellers' ability to compete with the Business or solicit its customers, employees, or suppliers for a specified period. 6. Conditions Precedent and Closing: 6.1 Closing Conditions: Lists the conditions that must be satisfied before the closing of the transaction, such as obtaining necessary consents, regulatory approvals, and the absence of material adverse changes. 6.2 Termination: Explains the circumstances under which the Agreement may be terminated before closing, including breach of representations, failure of conditions, or mutual agreement. 7. Indemnification and Remedies: 7.1 Indemnification: Outlines the procedures for indemnification in case of breaches of representations, warranties, or covenants, including procedures for making claims and resolving disputes. 7.2 Limitation of Liability: Defines the maximum liability of each party for any breaches or representations made under this Agreement, including any exceptions or carve-outs. 8. Governing Law and Dispute Resolution: Specifies the governing law that will apply to the Agreement and outlines the chosen method for resolving any disputes or claims arising from the Agreement, such as mediation, arbitration, or litigation. 9. Miscellaneous: 9.1 Entire Agreement: States that the Agreement represents the entire understanding between the parties, superseding any prior agreements, negotiations, or representations. 9.2 Assignment: Addresses the rights and obligations of the parties in case of an assignment or transfer of the Agreement to a third party. Different types of Hawaii Sample Purchase Agreements between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders may be based on varying transaction structures, such as asset purchases, stock purchases, mergers, or combinations thereof. Each type would require specific clauses and provisions tailored to the specific transaction structure.