Nebraska 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. Nebraska Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders This Nebraska Sample Purchase Agreement has been prepared between Refer Corporation (referred to as "Buyer"), Refer Northeast (referred to as "Seller"), Spy plane, LLC (referred to as "Target Company"), and the Equity holders of Spy plane, LLC (referred to as "Equity holders"). 1. Introduction and Purpose: This Purchase Agreement outlines the terms and conditions under which Buyer will acquire all the outstanding equity interests of Target Company from Seller. The agreement aims to establish a legally binding understanding between the involved parties regarding the purchase of Target Company's equity interests. 2. Purchase Terms: a) Purchase Price: The agreed-upon purchase price for the equity interests of Target Company shall be mutually established and specified in this agreement. b) Payment Structure: The payment terms, including the initial payment, subsequent installments, and any potential earn-outs or contingencies, will be detailed, ensuring a comprehensive understanding of the financial obligations of the transaction. c) Assets and Liabilities: The agreement should explicitly state whether the Buyer assumes any liabilities or takes ownership of specific assets of the Target Company. d) Purchase Closing: The agreed-upon date for the purchase closing will be mentioned to signify the effective transfer of ownership. 3. Representations and Warranties: a) Buyer's Representations: Buyer will outline its representations to assure Seller and the Equity holders that it has the necessary authority, resources, approvals, and capacity to execute this transaction. b) Seller's Representations: Seller will make representations about its equity interests, confirming ownership, lack of encumbrances, and the absence of undisclosed liabilities. c) Target Company Representations: Target Company will provide representations and warranties regarding its legal existence, compliance with laws, and financial statements' accuracy. 4. Pre-Closing Covenants: The agreement may include provisions prohibiting Target Company from certain actions detrimental to the transaction or altering its financial position. These covenants aim to protect the Buyer's interests during the transition phase. 5. Post-Closing Covenants: The parties involved may agree to certain post-closing obligations, such as cooperation in transition, non-competition clauses, and confidentiality provisions, fostering a smooth transition of ownership and safeguarding the Buyer's investment. 6. Indemnification: To address potential breaches of representations, warranties, and covenants, the agreement should establish indemnification clauses outlining the parties' obligations, limits, and procedures related to claims and damages. 7. Governing Law and Dispute Resolution: The choice of Nebraska as the governing law, along with details of dispute resolution mechanisms like arbitration or litigation jurisdiction, will be clearly stated to streamline legal proceedings if conflicts arise. Different Types of Nebraska Sample Purchase Agreements between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: 1. Asset Purchase Agreement: This type of agreement defines the purchase of specific assets, excluding liabilities, from Target Company. 2. Stock Purchase Agreement: This agreement delineates the acquisition of all outstanding equity interests, including rights and obligations, in Target Company. 3. Merger Agreement: In cases where Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders wish to combine their businesses, a merger agreement would establish the terms of the consolidation. 4. Share Purchase Agreement: This agreement focuses on the purchase of individual shares of Target Company rather than the entire equity interest. These variations reflect the different transaction structures that can be utilized based on the parties' preferences, objectives, and legal considerations.

Nebraska Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders This Nebraska Sample Purchase Agreement has been prepared between Refer Corporation (referred to as "Buyer"), Refer Northeast (referred to as "Seller"), Spy plane, LLC (referred to as "Target Company"), and the Equity holders of Spy plane, LLC (referred to as "Equity holders"). 1. Introduction and Purpose: This Purchase Agreement outlines the terms and conditions under which Buyer will acquire all the outstanding equity interests of Target Company from Seller. The agreement aims to establish a legally binding understanding between the involved parties regarding the purchase of Target Company's equity interests. 2. Purchase Terms: a) Purchase Price: The agreed-upon purchase price for the equity interests of Target Company shall be mutually established and specified in this agreement. b) Payment Structure: The payment terms, including the initial payment, subsequent installments, and any potential earn-outs or contingencies, will be detailed, ensuring a comprehensive understanding of the financial obligations of the transaction. c) Assets and Liabilities: The agreement should explicitly state whether the Buyer assumes any liabilities or takes ownership of specific assets of the Target Company. d) Purchase Closing: The agreed-upon date for the purchase closing will be mentioned to signify the effective transfer of ownership. 3. Representations and Warranties: a) Buyer's Representations: Buyer will outline its representations to assure Seller and the Equity holders that it has the necessary authority, resources, approvals, and capacity to execute this transaction. b) Seller's Representations: Seller will make representations about its equity interests, confirming ownership, lack of encumbrances, and the absence of undisclosed liabilities. c) Target Company Representations: Target Company will provide representations and warranties regarding its legal existence, compliance with laws, and financial statements' accuracy. 4. Pre-Closing Covenants: The agreement may include provisions prohibiting Target Company from certain actions detrimental to the transaction or altering its financial position. These covenants aim to protect the Buyer's interests during the transition phase. 5. Post-Closing Covenants: The parties involved may agree to certain post-closing obligations, such as cooperation in transition, non-competition clauses, and confidentiality provisions, fostering a smooth transition of ownership and safeguarding the Buyer's investment. 6. Indemnification: To address potential breaches of representations, warranties, and covenants, the agreement should establish indemnification clauses outlining the parties' obligations, limits, and procedures related to claims and damages. 7. Governing Law and Dispute Resolution: The choice of Nebraska as the governing law, along with details of dispute resolution mechanisms like arbitration or litigation jurisdiction, will be clearly stated to streamline legal proceedings if conflicts arise. Different Types of Nebraska Sample Purchase Agreements between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders: 1. Asset Purchase Agreement: This type of agreement defines the purchase of specific assets, excluding liabilities, from Target Company. 2. Stock Purchase Agreement: This agreement delineates the acquisition of all outstanding equity interests, including rights and obligations, in Target Company. 3. Merger Agreement: In cases where Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders wish to combine their businesses, a merger agreement would establish the terms of the consolidation. 4. Share Purchase Agreement: This agreement focuses on the purchase of individual shares of Target Company rather than the entire equity interest. These variations reflect the different transaction structures that can be utilized based on the parties' preferences, objectives, and legal considerations.