South 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, South Dakota Sample Purchase Agreement Title: Purchase Agreement for the Sale of All Shares of Capital Stock Parties Involved: 1. Resort Petroleum Corp. 2. Resort Gas Resources Company, Inc. 3. EX Operating, LLC Keywords: South Dakota, Purchase Agreement, Sale, Shares, Capital Stock, Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC Introduction: This Purchase Agreement (the "Agreement") is made between Resort Petroleum Corp. ("Seller"), a leading energy company based in South Dakota, Resort Gas Resources Company, Inc. ("Buyer 1"), a subsidiary of Resort Petroleum Corp., and EX Operating, LLC ("Buyer 2"), a reputable capital investment firm. This Agreement outlines the terms and conditions governing the sale of all shares of capital stock owned by Seller to the Buyers. I. Definitions: 1. "Seller": Resort Petroleum Corp., a corporation incorporated under the laws of South Dakota. 2. "Buyer 1": Resort Gas Resources Company, Inc., a subsidiary of Seller. 3. "Buyer 2": EX Operating, LLC, a capital investment firm licensed to operate in South Dakota. 4. "Shares": All the issued and outstanding shares of capital stock of Seller. II. Sale and Purchase: 1. Purchase Price: Buyer 1 and Buyer 2 agree to purchase all the Seller's Shares for a mutually agreed-upon Purchase Price, payable in cash or as otherwise agreed. 2. Closing Date: The transfer of Shares shall occur on [Date], referred to as the "Closing Date," subject to the fulfillment of all obligations stated in this Agreement. 3. Representations and Warranties: Seller represents and warrants that it is the legal and beneficial owner of all the Shares and possesses the authority to sell and transfer them. Buyer 1 and Buyer 2 acknowledge the Shares are being sold on an "as-is" basis. III. Closing Conditions: 1. Existing Liabilities: Seller shall disclose and allocate any existing liabilities associated with the Shares. 2. Approval and Consents: The Agreement is subject to obtaining all necessary approvals, consents, and waivers from governmental authorities and third parties. 3. Due Diligence: Buyer 1 and Buyer 2 shall have the right to conduct reasonable due diligence on the Seller's operations, financials, and assets. IV. Indemnification and Limitation of Liability: 1. Seller's Indemnification: Seller agrees to indemnify and hold harmless Buyer 1 and Buyer 2 from any losses, damages, or liabilities arising out of any misrepresentation or breach of warranties. 2. Limitation of Liability: The total liability of Seller, Buyer 1, and Buyer 2 under this Agreement shall be limited to the Purchase Price. V. Governing Law and Jurisdiction: 1. This Agreement shall be governed by and construed in accordance with the laws of South Dakota. 2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within South Dakota. South Dakota Sample Purchase Agreement Types: 1. Stock Sale Agreement: A Purchase Agreement specifically focusing on the sale of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. 2. Asset Purchase Agreement: A different type of agreement that focuses on the sale of specific assets rather than the capital stock. 3. Merger Agreement: A comprehensive agreement that outlines the merging of Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC, resulting in the consolidation of their resources and operations. Note: This is a fictional purchase agreement generated for illustrative purposes based on the provided information. It does not reflect an actual agreement between the mentioned parties. Additionally, the keywords provided have been incorporated in a coherent manner to generate relevant content.

South Dakota Sample Purchase Agreement Title: Purchase Agreement for the Sale of All Shares of Capital Stock Parties Involved: 1. Resort Petroleum Corp. 2. Resort Gas Resources Company, Inc. 3. EX Operating, LLC Keywords: South Dakota, Purchase Agreement, Sale, Shares, Capital Stock, Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC Introduction: This Purchase Agreement (the "Agreement") is made between Resort Petroleum Corp. ("Seller"), a leading energy company based in South Dakota, Resort Gas Resources Company, Inc. ("Buyer 1"), a subsidiary of Resort Petroleum Corp., and EX Operating, LLC ("Buyer 2"), a reputable capital investment firm. This Agreement outlines the terms and conditions governing the sale of all shares of capital stock owned by Seller to the Buyers. I. Definitions: 1. "Seller": Resort Petroleum Corp., a corporation incorporated under the laws of South Dakota. 2. "Buyer 1": Resort Gas Resources Company, Inc., a subsidiary of Seller. 3. "Buyer 2": EX Operating, LLC, a capital investment firm licensed to operate in South Dakota. 4. "Shares": All the issued and outstanding shares of capital stock of Seller. II. Sale and Purchase: 1. Purchase Price: Buyer 1 and Buyer 2 agree to purchase all the Seller's Shares for a mutually agreed-upon Purchase Price, payable in cash or as otherwise agreed. 2. Closing Date: The transfer of Shares shall occur on [Date], referred to as the "Closing Date," subject to the fulfillment of all obligations stated in this Agreement. 3. Representations and Warranties: Seller represents and warrants that it is the legal and beneficial owner of all the Shares and possesses the authority to sell and transfer them. Buyer 1 and Buyer 2 acknowledge the Shares are being sold on an "as-is" basis. III. Closing Conditions: 1. Existing Liabilities: Seller shall disclose and allocate any existing liabilities associated with the Shares. 2. Approval and Consents: The Agreement is subject to obtaining all necessary approvals, consents, and waivers from governmental authorities and third parties. 3. Due Diligence: Buyer 1 and Buyer 2 shall have the right to conduct reasonable due diligence on the Seller's operations, financials, and assets. IV. Indemnification and Limitation of Liability: 1. Seller's Indemnification: Seller agrees to indemnify and hold harmless Buyer 1 and Buyer 2 from any losses, damages, or liabilities arising out of any misrepresentation or breach of warranties. 2. Limitation of Liability: The total liability of Seller, Buyer 1, and Buyer 2 under this Agreement shall be limited to the Purchase Price. V. Governing Law and Jurisdiction: 1. This Agreement shall be governed by and construed in accordance with the laws of South Dakota. 2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within South Dakota. South Dakota Sample Purchase Agreement Types: 1. Stock Sale Agreement: A Purchase Agreement specifically focusing on the sale of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. 2. Asset Purchase Agreement: A different type of agreement that focuses on the sale of specific assets rather than the capital stock. 3. Merger Agreement: A comprehensive agreement that outlines the merging of Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC, resulting in the consolidation of their resources and operations. Note: This is a fictional purchase agreement generated for illustrative purposes based on the provided information. It does not reflect an actual agreement between the mentioned parties. Additionally, the keywords provided have been incorporated in a coherent manner to generate relevant content.