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.
Puerto Rico is a Caribbean island and unincorporated territory of the United States. Situated in the northeastern Caribbean Sea, Puerto Rico consists of the main island of Puerto Rico and several smaller islands. It is known for its stunning natural beauty, rich culture, and historical significance. Now let's dive into a sample purchase agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders (if there are different types, they will be mentioned): Sample Purchase Agreement This Purchase Agreement ("Agreement") is entered into as of [Date], by and between Refer Corporation, a corporation organized and existing under the laws of [State/Country], with its principal place of business at [Address] ("Purchaser"), Refer Northeast, a division/subsidiary of Refer Corporation ("Purchaser Northeast"), Spy plane, LLC, a limited liability company organized and existing under the laws of [State/Country], with its principal place of business at [Address] ("Seller"), and [Equity holders' Names], individual shareholders holding equity in Spy plane, LLC ("Equity holders"). WHEREAS, Seller owns [Specific Assets/Business Interests] and desires to sell them to Purchaser in accordance with the terms of this Agreement; WHEREAS, Purchaser and Purchaser Northeast are interested in acquiring [Specific Assets/Business Interests] from Seller and have agreed to be jointly and severally responsible for the terms, conditions, and obligations of this Agreement; WHEREAS, Equity holders collectively hold [Percentage/Number] of the equity in Spy plane, LLC and have agreed to sell their equity interest to Purchaser; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Purchase and Sale of Assets: a. Seller agrees to sell, assign, convey, and transfer [Specific Assets/Business Interests] to Purchaser. b. Purchaser and Purchaser Northeast jointly and severally agree to purchase, acquire, and assume all rights, titles, and interest in the assets being sold by Seller. 2. Purchase Price: a. The total purchase price for the assets shall be [Amount], payable as follows: i. [Payment Terms/Structure] b. The Equity holders agree to sell their equity interest for a total consideration of [Amount], payable in accordance with the terms set forth herein. 3. Representations and Warranties: a. Seller represents and warrants that it has good and marketable title to the assets being sold. b. Purchaser and Purchaser Northeast jointly and severally represent that they have the necessary power and authority to enter into this Agreement. c. Equity holders represent and warrant they have the legal right to sell their equity interest. 4. Closing and Conditions Precedent: a. Closing of the transaction shall occur on [Date] at [Location]. b. The consummation of the purchase is subject to fulfilling certain conditions precedent as outlined in this Agreement. 5. Indemnification: a. The parties agree to indemnify and hold each other harmless from any losses, damages, or liabilities arising out of any breach of this Agreement. This is a broad overview of a sample purchase agreement. Additional details and terms can be added based on the specific nature of the transaction, local laws, and legal counsel. Different types of Purchase Agreements in Puerto Rico may include those for real estate, business acquisitions, intellectual property, or specific industries such as tourism or agriculture. It is crucial to consult with legal professionals to ensure compliance with Puerto Rican laws and regulations.
Puerto Rico is a Caribbean island and unincorporated territory of the United States. Situated in the northeastern Caribbean Sea, Puerto Rico consists of the main island of Puerto Rico and several smaller islands. It is known for its stunning natural beauty, rich culture, and historical significance. Now let's dive into a sample purchase agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders (if there are different types, they will be mentioned): Sample Purchase Agreement This Purchase Agreement ("Agreement") is entered into as of [Date], by and between Refer Corporation, a corporation organized and existing under the laws of [State/Country], with its principal place of business at [Address] ("Purchaser"), Refer Northeast, a division/subsidiary of Refer Corporation ("Purchaser Northeast"), Spy plane, LLC, a limited liability company organized and existing under the laws of [State/Country], with its principal place of business at [Address] ("Seller"), and [Equity holders' Names], individual shareholders holding equity in Spy plane, LLC ("Equity holders"). WHEREAS, Seller owns [Specific Assets/Business Interests] and desires to sell them to Purchaser in accordance with the terms of this Agreement; WHEREAS, Purchaser and Purchaser Northeast are interested in acquiring [Specific Assets/Business Interests] from Seller and have agreed to be jointly and severally responsible for the terms, conditions, and obligations of this Agreement; WHEREAS, Equity holders collectively hold [Percentage/Number] of the equity in Spy plane, LLC and have agreed to sell their equity interest to Purchaser; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties agree as follows: 1. Purchase and Sale of Assets: a. Seller agrees to sell, assign, convey, and transfer [Specific Assets/Business Interests] to Purchaser. b. Purchaser and Purchaser Northeast jointly and severally agree to purchase, acquire, and assume all rights, titles, and interest in the assets being sold by Seller. 2. Purchase Price: a. The total purchase price for the assets shall be [Amount], payable as follows: i. [Payment Terms/Structure] b. The Equity holders agree to sell their equity interest for a total consideration of [Amount], payable in accordance with the terms set forth herein. 3. Representations and Warranties: a. Seller represents and warrants that it has good and marketable title to the assets being sold. b. Purchaser and Purchaser Northeast jointly and severally represent that they have the necessary power and authority to enter into this Agreement. c. Equity holders represent and warrant they have the legal right to sell their equity interest. 4. Closing and Conditions Precedent: a. Closing of the transaction shall occur on [Date] at [Location]. b. The consummation of the purchase is subject to fulfilling certain conditions precedent as outlined in this Agreement. 5. Indemnification: a. The parties agree to indemnify and hold each other harmless from any losses, damages, or liabilities arising out of any breach of this Agreement. This is a broad overview of a sample purchase agreement. Additional details and terms can be added based on the specific nature of the transaction, local laws, and legal counsel. Different types of Purchase Agreements in Puerto Rico may include those for real estate, business acquisitions, intellectual property, or specific industries such as tourism or agriculture. It is crucial to consult with legal professionals to ensure compliance with Puerto Rican laws and regulations.