Kentucky 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. Kentucky Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC and Equity holders This Kentucky Sample Purchase Agreement ("Agreement") is entered into between Refer Corporation ("Seller"), Refer Northeast ("Buyer"), Spy plane, LLC ("Subsidiary"), and the Equity holders of Spy plane, LLC ("Equity holders") on MM/DD/YYY. 1. Background and Purpose This Agreement outlines the terms and conditions under which Buyer will acquire all the outstanding equity interests in Spy plane, LLC, and its subsidiaries, from Seller. The transaction aims to merge the operations of Spy plane, LLC into Buyer's existing business entities, resulting in enhanced market presence and increased operational efficiencies. 2. Definitions — SellerReferer Corporation, a Kentucky-based entity engaged in [describe Seller's primary business activities]. — BuyerReferer Northeast, a Kentucky registered corporation specializing in [specify Buyer's core business operations]. Subsidiarypy planene, LLC, a limited liability company incorporated under the laws of Kentucky, involved in [descriptions of Subsidiary's business activities]. Equity holdersrs: Individuals or entities listed in Exhibit A, collectively holding equity interests in Spy plane, LLC. 3. Purchase and Sale of Equity Interests 3.1 Purchase Price Buyer agrees to pay Seller a total purchase price of [specify amount in USD] ("Purchase Price") for all outstanding equity interests in Spy plane, LLC. 3.2 Payment Terms The Purchase Price shall be paid as follows: — [Specify payment structure, e.g., cash payment at closing, installment payments, escrow accounts, etc.]. 4. Representations and Warranties 4.1 Seller's Representations and Warranties — Seller represents and warrants that it is the legal owner of the equity interests being sold and has the full authority to enter into this Agreement. — Seller represents that the equity interests being sold are free from any liens, encumbrances, or claims. 4.2 Buyer's Representations and Warranties — Buyer represents and warrants that it has the necessary authority to enter into this Agreement and complete the transaction. — Buyer represents that it is acquiring the equity interests for legitimate business purposes and not for any illegal or fraudulent activities. 5. Closing and Conditions Precedent 5.1 Closing Date The "Closing Date" shall be MM/DD/YYY, subject to satisfactory fulfillment of the conditions precedent set forth in Section 5.2. 5.2 Conditions Precedent — Satisfactory completion of due diligence by Buyer. — Approval of the transaction by relevant regulatory authorities. — Execution and delivery of ancillary agreements, such as Non-Competition or Non-Disclosure Agreements, if applicable. — Other customary conditions precedent for transactions of this nature. 6. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the state of Kentucky. Any disputes arising out of or relating to this Agreement shall be resolved through mediation or binding arbitration as mutually agreed upon by the parties. 7. Entire Agreement This Agreement, along with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. Additional Kentucky Sample Purchase Agreement types: — Kentucky Asset Purchase Agreement: Pertains to the acquisition of specific assets of a business rather than equity interests. — Kentucky Stock Purchase Agreement: Involves the purchase of shares of stock in a corporation. — Kentucky Merger Agreement: Establishes the terms and conditions for merging two or more entities into a single entity. — Kentucky Joint Venture Agreement: Pertains to a collaborative business arrangement between two or more parties to pursue a specific project or objective. Disclaimer: This is a hypothetical sample description and should not be considered as legal advice. It is essential to consult legal professionals when drafting and executing actual purchase agreements.

Kentucky Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC and Equity holders This Kentucky Sample Purchase Agreement ("Agreement") is entered into between Refer Corporation ("Seller"), Refer Northeast ("Buyer"), Spy plane, LLC ("Subsidiary"), and the Equity holders of Spy plane, LLC ("Equity holders") on MM/DD/YYY. 1. Background and Purpose This Agreement outlines the terms and conditions under which Buyer will acquire all the outstanding equity interests in Spy plane, LLC, and its subsidiaries, from Seller. The transaction aims to merge the operations of Spy plane, LLC into Buyer's existing business entities, resulting in enhanced market presence and increased operational efficiencies. 2. Definitions — SellerReferer Corporation, a Kentucky-based entity engaged in [describe Seller's primary business activities]. — BuyerReferer Northeast, a Kentucky registered corporation specializing in [specify Buyer's core business operations]. Subsidiarypy planene, LLC, a limited liability company incorporated under the laws of Kentucky, involved in [descriptions of Subsidiary's business activities]. Equity holdersrs: Individuals or entities listed in Exhibit A, collectively holding equity interests in Spy plane, LLC. 3. Purchase and Sale of Equity Interests 3.1 Purchase Price Buyer agrees to pay Seller a total purchase price of [specify amount in USD] ("Purchase Price") for all outstanding equity interests in Spy plane, LLC. 3.2 Payment Terms The Purchase Price shall be paid as follows: — [Specify payment structure, e.g., cash payment at closing, installment payments, escrow accounts, etc.]. 4. Representations and Warranties 4.1 Seller's Representations and Warranties — Seller represents and warrants that it is the legal owner of the equity interests being sold and has the full authority to enter into this Agreement. — Seller represents that the equity interests being sold are free from any liens, encumbrances, or claims. 4.2 Buyer's Representations and Warranties — Buyer represents and warrants that it has the necessary authority to enter into this Agreement and complete the transaction. — Buyer represents that it is acquiring the equity interests for legitimate business purposes and not for any illegal or fraudulent activities. 5. Closing and Conditions Precedent 5.1 Closing Date The "Closing Date" shall be MM/DD/YYY, subject to satisfactory fulfillment of the conditions precedent set forth in Section 5.2. 5.2 Conditions Precedent — Satisfactory completion of due diligence by Buyer. — Approval of the transaction by relevant regulatory authorities. — Execution and delivery of ancillary agreements, such as Non-Competition or Non-Disclosure Agreements, if applicable. — Other customary conditions precedent for transactions of this nature. 6. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the state of Kentucky. Any disputes arising out of or relating to this Agreement shall be resolved through mediation or binding arbitration as mutually agreed upon by the parties. 7. Entire Agreement This Agreement, along with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. Additional Kentucky Sample Purchase Agreement types: — Kentucky Asset Purchase Agreement: Pertains to the acquisition of specific assets of a business rather than equity interests. — Kentucky Stock Purchase Agreement: Involves the purchase of shares of stock in a corporation. — Kentucky Merger Agreement: Establishes the terms and conditions for merging two or more entities into a single entity. — Kentucky Joint Venture Agreement: Pertains to a collaborative business arrangement between two or more parties to pursue a specific project or objective. Disclaimer: This is a hypothetical sample description and should not be considered as legal advice. It is essential to consult legal professionals when drafting and executing actual purchase agreements.