Louisiana 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. Louisiana Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC and Equity holders This Louisiana Sample Purchase Agreement is entered into by and between Refer Corporation (hereinafter referred to as "Buyer"), Refer Northeast (hereinafter referred to as "Seller"), Spy plane, LLC (hereinafter referred to as "Target"), and the equity holders of Target (hereinafter referred to as "Equity holders"). This agreement outlines the terms and conditions under which Buyer will acquire all the equity interests in Target from Seller and Equity holders. 1. Definitions: The agreement begins by providing definitions for key terms used throughout the document, including Buyer, Seller, Target, Equity holders, Purchase Price, and Closing Date, among others. These definitions ensure clear and unambiguous interpretation of the agreement. 2. Purchase Price: The Purchase Price is stated, reflecting the agreed value at which Buyer will acquire the equity interests in Target. The agreement specifies the method of payment, which can include cash, stock, or a combination of both. The allocation of the Purchase Price among tangible and intangible assets is also addressed. 3. Closing Conditions: This section outlines the conditions precedent for the completion of the purchase transaction. It may include obtaining necessary regulatory approvals, satisfactory due diligence, absence of material adverse changes, and compliance with applicable laws and regulations. 4. Representations and Warranties: Buyer, Seller, and Equity holders make various representations and warranties regarding the accuracy of the information provided, compliance with laws, absence of certain liabilities, ownership of the equity interests, and other important matters. Breach of any representation or warranty may result in indemnification or termination rights. 5. Covenants: Both Buyer and Seller agree to certain covenants that govern their actions before and after the closing of the transaction. These covenants may include restrictions on Target's operations, non-compete agreements, confidentiality provisions, and the obligation to provide access to information during due diligence. 6. Indemnification: This section sets forth the parties' respective indemnification rights and obligations in case of breaches of representations, warranties, or covenants. It addresses the procedure, limitations, and exceptions to indemnification, aiming to protect the parties from potential post-closing liabilities. 7. Governing Law and Jurisdiction: The agreement states that it will be governed by and interpreted in accordance with the laws of the state of Louisiana. It also specifies the jurisdiction for any disputes arising out of the agreement, such as state or federal courts in a designated city. The Louisiana Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders serves as a template for the acquisition of Target's equity interests. It is essential to note that specific variations and additional clauses may be necessary depending on the nature of the transaction and parties involved. Always consult legal professionals to tailor the agreement to your unique circumstances.

Louisiana Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC and Equity holders This Louisiana Sample Purchase Agreement is entered into by and between Refer Corporation (hereinafter referred to as "Buyer"), Refer Northeast (hereinafter referred to as "Seller"), Spy plane, LLC (hereinafter referred to as "Target"), and the equity holders of Target (hereinafter referred to as "Equity holders"). This agreement outlines the terms and conditions under which Buyer will acquire all the equity interests in Target from Seller and Equity holders. 1. Definitions: The agreement begins by providing definitions for key terms used throughout the document, including Buyer, Seller, Target, Equity holders, Purchase Price, and Closing Date, among others. These definitions ensure clear and unambiguous interpretation of the agreement. 2. Purchase Price: The Purchase Price is stated, reflecting the agreed value at which Buyer will acquire the equity interests in Target. The agreement specifies the method of payment, which can include cash, stock, or a combination of both. The allocation of the Purchase Price among tangible and intangible assets is also addressed. 3. Closing Conditions: This section outlines the conditions precedent for the completion of the purchase transaction. It may include obtaining necessary regulatory approvals, satisfactory due diligence, absence of material adverse changes, and compliance with applicable laws and regulations. 4. Representations and Warranties: Buyer, Seller, and Equity holders make various representations and warranties regarding the accuracy of the information provided, compliance with laws, absence of certain liabilities, ownership of the equity interests, and other important matters. Breach of any representation or warranty may result in indemnification or termination rights. 5. Covenants: Both Buyer and Seller agree to certain covenants that govern their actions before and after the closing of the transaction. These covenants may include restrictions on Target's operations, non-compete agreements, confidentiality provisions, and the obligation to provide access to information during due diligence. 6. Indemnification: This section sets forth the parties' respective indemnification rights and obligations in case of breaches of representations, warranties, or covenants. It addresses the procedure, limitations, and exceptions to indemnification, aiming to protect the parties from potential post-closing liabilities. 7. Governing Law and Jurisdiction: The agreement states that it will be governed by and interpreted in accordance with the laws of the state of Louisiana. It also specifies the jurisdiction for any disputes arising out of the agreement, such as state or federal courts in a designated city. The Louisiana Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders serves as a template for the acquisition of Target's equity interests. It is essential to note that specific variations and additional clauses may be necessary depending on the nature of the transaction and parties involved. Always consult legal professionals to tailor the agreement to your unique circumstances.