New Jersey 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. For the purpose of this response, I will assume that "Refer Corporation," "Refer Northeast," "Spy plane, LLC," and "Equity holders" are four separate entities involved in a transaction. Below is a detailed description of a Sample Purchase Agreement between these entities in New Jersey, including related keywords: New Jersey Sample Purchase Agreement This Sample Purchase Agreement ("Agreement") is entered into on [date] ("Effective Date") between Refer Corporation ("Buyer"), a legal entity registered in New Jersey, Refer Northeast ("Seller1"), a subsidiary of Buyer, Spy plane, LLC ("Seller2"), and the Equity holders ("Seller3"), collectively referred to as "Sellers." The Agreement outlines the terms and conditions governing the purchase of certain assets or shares of the Sellers. The specific terms and conditions may vary depending on the nature of the transaction, be it an asset purchase or a share purchase. Key elements of the Agreement may include: 1. Parties and Definitions: — Identification of the Buyer, Seller1, Seller2, and Seller3, including their legal names and addresses. — Clear definitions of terms used throughout the Agreement, such as "Assets," "Shares," "Purchase Price," "Effective Date," etc. 2. Purchase Price and Payment Terms: — The agreed-upon Purchase Price for the assets or shares being sold is stated, along with the currency and payment method. — Payment terms, including any timelines or milestones, method of calculation, and deposit requirements if applicable. 3. Assets or Shares Being Sold: — Detailed description and identification of the specific assets or shares being purchased, including any limitations, liens, or encumbrances. — Any excluded assets or excluded liabilities that are not part of the transaction. 4. Representations and Warranties: — A list of representations and warranties made by Sellers regarding the assets or shares being sold, their ownership, and their condition. — Provisions for indemnification in case any undisclosed liabilities or misrepresentations are discovered. 5. Conditions of Closing: — Conditions that need to be fulfilled for the closing of the transaction, such as obtaining necessary regulatory approvals, consents, or waivers. — Allocation of responsibilities and consequences if closing conditions cannot be met. 6. Post-Closing Obligations: — Any ongoing obligations, such as non-compete or non-solicitation agreements, that Sellers may have after the completion of the transaction. — Escrow of funds or consideration for a specified time period, allowing for adjustments or claims. 7. Confidentiality and Non-Disclosure: — Provisions ensuring the confidentiality of sensitive information shared during the transaction process. — Agreement by Sellers not to disclose or use any confidential information obtained during negotiations or due diligence without the Buyer's consent. 8. Governing Law and Dispute Resolution: — Specification of New Jersey as the governing law, with any relevant jurisdiction or venue requirements. — Details regarding dispute resolution methods, such as arbitration or mediation, if disagreements arise. Other types of New Jersey Sample Purchase Agreements between these entities may exist, depending on the specific nature of the transaction, such as agreements for mergers, acquisitions, or joint ventures. Each agreement will differ in its terms, conditions, and provisions based on the parties' requirements and the legal framework applicable at the time.

For the purpose of this response, I will assume that "Refer Corporation," "Refer Northeast," "Spy plane, LLC," and "Equity holders" are four separate entities involved in a transaction. Below is a detailed description of a Sample Purchase Agreement between these entities in New Jersey, including related keywords: New Jersey Sample Purchase Agreement This Sample Purchase Agreement ("Agreement") is entered into on [date] ("Effective Date") between Refer Corporation ("Buyer"), a legal entity registered in New Jersey, Refer Northeast ("Seller1"), a subsidiary of Buyer, Spy plane, LLC ("Seller2"), and the Equity holders ("Seller3"), collectively referred to as "Sellers." The Agreement outlines the terms and conditions governing the purchase of certain assets or shares of the Sellers. The specific terms and conditions may vary depending on the nature of the transaction, be it an asset purchase or a share purchase. Key elements of the Agreement may include: 1. Parties and Definitions: — Identification of the Buyer, Seller1, Seller2, and Seller3, including their legal names and addresses. — Clear definitions of terms used throughout the Agreement, such as "Assets," "Shares," "Purchase Price," "Effective Date," etc. 2. Purchase Price and Payment Terms: — The agreed-upon Purchase Price for the assets or shares being sold is stated, along with the currency and payment method. — Payment terms, including any timelines or milestones, method of calculation, and deposit requirements if applicable. 3. Assets or Shares Being Sold: — Detailed description and identification of the specific assets or shares being purchased, including any limitations, liens, or encumbrances. — Any excluded assets or excluded liabilities that are not part of the transaction. 4. Representations and Warranties: — A list of representations and warranties made by Sellers regarding the assets or shares being sold, their ownership, and their condition. — Provisions for indemnification in case any undisclosed liabilities or misrepresentations are discovered. 5. Conditions of Closing: — Conditions that need to be fulfilled for the closing of the transaction, such as obtaining necessary regulatory approvals, consents, or waivers. — Allocation of responsibilities and consequences if closing conditions cannot be met. 6. Post-Closing Obligations: — Any ongoing obligations, such as non-compete or non-solicitation agreements, that Sellers may have after the completion of the transaction. — Escrow of funds or consideration for a specified time period, allowing for adjustments or claims. 7. Confidentiality and Non-Disclosure: — Provisions ensuring the confidentiality of sensitive information shared during the transaction process. — Agreement by Sellers not to disclose or use any confidential information obtained during negotiations or due diligence without the Buyer's consent. 8. Governing Law and Dispute Resolution: — Specification of New Jersey as the governing law, with any relevant jurisdiction or venue requirements. — Details regarding dispute resolution methods, such as arbitration or mediation, if disagreements arise. Other types of New Jersey Sample Purchase Agreements between these entities may exist, depending on the specific nature of the transaction, such as agreements for mergers, acquisitions, or joint ventures. Each agreement will differ in its terms, conditions, and provisions based on the parties' requirements and the legal framework applicable at the time.