North Dakota Sample Purchase Agreement between Tesoro Petroleum Corp., Tesoro Gas Resources Company, Inc. and EEX Operating, LLC regarding sale of all shares of capital stock

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9210
• Format: Word; Rich Text

Description

Purchase Agreement between Tesoro Petroleum Corporation, Tesoro Gas Resources Company, Inc. and EEX Operating, LLC regarding the sale of all shares of capital stock Tesoro Petroleum Corporation and Tesoro Gas Resources Company, Inc. to EEX Operating, Title: North Dakota Sample Purchase Agreement: Sale of All Shares of Capital Stock Introduction: This article provides a detailed description of a North Dakota Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. Highlighting the sale of all shares of capital stock, this agreement aims to outline the terms, conditions, and obligations involved in the transaction. Content: 1. Understanding the Parties: The North Dakota Sample Purchase Agreement involves Resort Petroleum Corp. (“SellerResortsoro Gas Resources Company, Inc. (“Seller SubsidiaryEXCELEEXEX Operating, LLC (“Buyer”). This section provides a comprehensive overview of each party's legal name, registered office address, and their roles within the transaction. 2. Transaction Details: This segment establishes the scope of the transaction, stating that the Buyer agrees to purchase all outstanding shares of capital stock of the Seller. It outlines the specific shares and their associated classes or series, clearly defining the number of shares and the purchase price per share. 3. Purchase Price and Consideration: Within this section, the purchase price and consideration for the sale are described. This includes the payment schedule, any adjustments to the purchase price, and the treatment of taxes related to the transaction. 4. Conditions Precedent: The North Dakota Sample Purchase Agreement outlines the conditions that must be met before the transaction can be completed. These conditions usually encompass regulatory approvals, consents from third parties, and the satisfaction of any necessary legal requirements. 5. Representations and Warranties: This portion includes a detailed set of representations and warranties made by both the Seller and the Buyer. It covers various aspects such as the authority to enter into the agreement, ownership of shares, absence of undisclosed liabilities, compliance with laws, and legality of the transaction. 6. Covenants: The covenants represent the promises made by both parties regarding their actions and obligations during the transaction process. It may include commitments related to information disclosure, non-compete agreements, cooperation in obtaining required approvals, and preserving the business's operations until the closing date. 7. Indemnification: This section explains the indemnification obligations of both parties in case any breach of representations, warranties, or covenants occurs. It establishes the procedures to make a claim, the limitations on indemnification, and the survival period of these indemnification provisions. 8. Governing Law and Dispute Resolution: The North Dakota Sample Purchase Agreement specifies the applicable law governing the agreement and outlines the procedures for dispute resolution, including mediation, arbitration, or litigation. 9. Confidentiality and Non-Disclosure: Confidentiality and non-disclosure provisions protect sensitive information that may be shared during the negotiation and execution of the purchase agreement. It ensures that both parties keep the transaction details and other related information strictly confidential. 10. Termination: This section outlines the circumstances in which the purchase agreement may be terminated, including failure to fulfill the conditions precedent, material breach by either party, or mutual consent. Types of North Dakota Sample Purchase Agreements: 1. Sample Purchase Agreement for the Sale of Shares of Capital Stock of a Corporation 2. Sample Purchase Agreement for the Sale of Shares of Capital Stock of a Limited Liability Company 3. Sample Purchase Agreement for the Sale of Preferred Shares of Capital Stock 4. Sample Purchase Agreement for the Sale of Common Shares of Capital Stock Note: The specific types of purchase agreements may differ based on the characteristics of the stock being sold and the legal entity structure of the Seller. Conclusion: The North Dakota Sample Purchase Agreement presented here serves as a comprehensive guide for a sale of all shares of capital stock. By covering the essential aspects of the transaction, parties involved can negotiate and execute the agreement with a clear understanding of their rights, responsibilities, and legal obligations.

Title: North Dakota Sample Purchase Agreement: Sale of All Shares of Capital Stock Introduction: This article provides a detailed description of a North Dakota Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. Highlighting the sale of all shares of capital stock, this agreement aims to outline the terms, conditions, and obligations involved in the transaction. Content: 1. Understanding the Parties: The North Dakota Sample Purchase Agreement involves Resort Petroleum Corp. (“SellerResortsoro Gas Resources Company, Inc. (“Seller SubsidiaryEXCELEEXEX Operating, LLC (“Buyer”). This section provides a comprehensive overview of each party's legal name, registered office address, and their roles within the transaction. 2. Transaction Details: This segment establishes the scope of the transaction, stating that the Buyer agrees to purchase all outstanding shares of capital stock of the Seller. It outlines the specific shares and their associated classes or series, clearly defining the number of shares and the purchase price per share. 3. Purchase Price and Consideration: Within this section, the purchase price and consideration for the sale are described. This includes the payment schedule, any adjustments to the purchase price, and the treatment of taxes related to the transaction. 4. Conditions Precedent: The North Dakota Sample Purchase Agreement outlines the conditions that must be met before the transaction can be completed. These conditions usually encompass regulatory approvals, consents from third parties, and the satisfaction of any necessary legal requirements. 5. Representations and Warranties: This portion includes a detailed set of representations and warranties made by both the Seller and the Buyer. It covers various aspects such as the authority to enter into the agreement, ownership of shares, absence of undisclosed liabilities, compliance with laws, and legality of the transaction. 6. Covenants: The covenants represent the promises made by both parties regarding their actions and obligations during the transaction process. It may include commitments related to information disclosure, non-compete agreements, cooperation in obtaining required approvals, and preserving the business's operations until the closing date. 7. Indemnification: This section explains the indemnification obligations of both parties in case any breach of representations, warranties, or covenants occurs. It establishes the procedures to make a claim, the limitations on indemnification, and the survival period of these indemnification provisions. 8. Governing Law and Dispute Resolution: The North Dakota Sample Purchase Agreement specifies the applicable law governing the agreement and outlines the procedures for dispute resolution, including mediation, arbitration, or litigation. 9. Confidentiality and Non-Disclosure: Confidentiality and non-disclosure provisions protect sensitive information that may be shared during the negotiation and execution of the purchase agreement. It ensures that both parties keep the transaction details and other related information strictly confidential. 10. Termination: This section outlines the circumstances in which the purchase agreement may be terminated, including failure to fulfill the conditions precedent, material breach by either party, or mutual consent. Types of North Dakota Sample Purchase Agreements: 1. Sample Purchase Agreement for the Sale of Shares of Capital Stock of a Corporation 2. Sample Purchase Agreement for the Sale of Shares of Capital Stock of a Limited Liability Company 3. Sample Purchase Agreement for the Sale of Preferred Shares of Capital Stock 4. Sample Purchase Agreement for the Sale of Common Shares of Capital Stock Note: The specific types of purchase agreements may differ based on the characteristics of the stock being sold and the legal entity structure of the Seller. Conclusion: The North Dakota Sample Purchase Agreement presented here serves as a comprehensive guide for a sale of all shares of capital stock. By covering the essential aspects of the transaction, parties involved can negotiate and execute the agreement with a clear understanding of their rights, responsibilities, and legal obligations.