South Carolina Sample Note Purchase Agreement between Access Corp. and Oce-van der Grinten, N.V.

• Category: Corporations - Public - Sale or Purchase of Capital Stock
• State: Multi-State
• Control #: US-CC-4-269
• Format: Word; Rich Text

Description

This sample form, a detailed Note Purchase Agreement document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats. South Carolina Sample Note Purchase Agreement between Access Corp. and Ocean her Grin ten, N.V. Date: [Insert Date] This Sample Note Purchase Agreement ("Agreement") is entered into between Access Corp., a [State of Incorporation] corporation with its principal place of business at [Address] ("Seller"), and Ocean her Grin ten, N.V., a [Country of Incorporation] corporation with its principal place of business at [Address] ("Buyer"). RECITALS: 1. Seller desires to sell, and Buyer desires to purchase, certain notes issued by Seller (the "Notes"), as outlined in Exhibit A attached hereto. 2. The parties agree that the terms and conditions of this Agreement shall govern the purchase and sale of the Notes. TERMS AND CONDITIONS: 1. Purchase and Sale of Notes: a. Seller agrees to sell and Buyer agrees to purchase the Notes as outlined in Exhibit A, subject to the terms and conditions of this Agreement. b. The purchase price for the Notes shall be [Insert Purchase Price and Currency], payable by wire transfer to Seller's designated bank account upon execution of this Agreement. 2. Representations and Warranties: a. Seller represents and warrants that it is the legal owner of the Notes and has the authority to sell them. b. Seller further represents and warrants that the Notes are valid, binding, and enforceable obligations, and no default or breach exists. c. Buyer acknowledges that it is purchasing the Notes based on its own investigation, and Seller makes no warranties regarding the Notes' value, suitability, or performance. 3. Closing: a. The closing of the purchase and sale shall take place at Seller's principal place of business within [Insert time period] after the execution of this Agreement. b. At closing, Seller shall deliver to Buyer all necessary documentation to transfer the ownership of the Notes. 4. Indemnification: a. Each party shall indemnify, defend, and hold harmless the other party from any claims, expenses, or liabilities resulting from any breach of this Agreement. b. Buyer shall indemnify Seller against any claims or liabilities arising from the ownership or sale of the Notes after the closing date. 5. Governing Law and Jurisdiction: a. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. b. Any disputes arising out of or in connection with this Agreement shall be exclusively settled by the courts located in South Carolina. 6. Entire Agreement: a. This Agreement constitutes the entire agreement between the parties. b. Any amendments or modifications to this Agreement must be made in writing and signed by both parties. IN WITNESS WHEREOF, the parties have executed this Sample Note Purchase Agreement as of the date first written above. Access Corp. By: [Authorized Signatory] Title: [Title] Ocean her Grin ten, N.V. By: [Authorized Signatory] Title: [Title] EXHIBIT A: [Include details of the Notes being purchased, including identification numbers, amounts, interest rates, maturity dates, and any other relevant details.]

South Carolina Sample Note Purchase Agreement between Access Corp. and Ocean her Grin ten, N.V. Date: [Insert Date] This Sample Note Purchase Agreement ("Agreement") is entered into between Access Corp., a [State of Incorporation] corporation with its principal place of business at [Address] ("Seller"), and Ocean her Grin ten, N.V., a [Country of Incorporation] corporation with its principal place of business at [Address] ("Buyer"). RECITALS: 1. Seller desires to sell, and Buyer desires to purchase, certain notes issued by Seller (the "Notes"), as outlined in Exhibit A attached hereto. 2. The parties agree that the terms and conditions of this Agreement shall govern the purchase and sale of the Notes. TERMS AND CONDITIONS: 1. Purchase and Sale of Notes: a. Seller agrees to sell and Buyer agrees to purchase the Notes as outlined in Exhibit A, subject to the terms and conditions of this Agreement. b. The purchase price for the Notes shall be [Insert Purchase Price and Currency], payable by wire transfer to Seller's designated bank account upon execution of this Agreement. 2. Representations and Warranties: a. Seller represents and warrants that it is the legal owner of the Notes and has the authority to sell them. b. Seller further represents and warrants that the Notes are valid, binding, and enforceable obligations, and no default or breach exists. c. Buyer acknowledges that it is purchasing the Notes based on its own investigation, and Seller makes no warranties regarding the Notes' value, suitability, or performance. 3. Closing: a. The closing of the purchase and sale shall take place at Seller's principal place of business within [Insert time period] after the execution of this Agreement. b. At closing, Seller shall deliver to Buyer all necessary documentation to transfer the ownership of the Notes. 4. Indemnification: a. Each party shall indemnify, defend, and hold harmless the other party from any claims, expenses, or liabilities resulting from any breach of this Agreement. b. Buyer shall indemnify Seller against any claims or liabilities arising from the ownership or sale of the Notes after the closing date. 5. Governing Law and Jurisdiction: a. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina. b. Any disputes arising out of or in connection with this Agreement shall be exclusively settled by the courts located in South Carolina. 6. Entire Agreement: a. This Agreement constitutes the entire agreement between the parties. b. Any amendments or modifications to this Agreement must be made in writing and signed by both parties. IN WITNESS WHEREOF, the parties have executed this Sample Note Purchase Agreement as of the date first written above. Access Corp. By: [Authorized Signatory] Title: [Title] Ocean her Grin ten, N.V. By: [Authorized Signatory] Title: [Title] EXHIBIT A: [Include details of the Notes being purchased, including identification numbers, amounts, interest rates, maturity dates, and any other relevant details.]