Tennessee 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, Tennessee Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc. and EX Operating, LLC regarding the sale of all shares of capital stock is a legally binding document that outlines the terms and conditions of the sale transaction between the parties involved. This agreement is specifically tailored for companies operating in Tennessee and covers the transfer of ownership of shares in a company from the seller to the buyer. The following features highlight the key aspects of this Tennessee Sample Purchase Agreement: 1. Parties Involved: The agreement clearly identifies the participating parties, namely Resort Petroleum Corp. (the "Seller"), Resort Gas Resources Company, Inc. (the "Subsidiary"), and EX Operating, LLC (the "Buyer"). 2. Sale of Shares: The agreement focuses on the sale and purchase of all the outstanding shares of capital stock of the Subsidiary. It includes detailed provisions addressing the transfer of ownership, stock certificates, and any necessary approvals from relevant parties or regulatory bodies. 3. Purchase Price: This agreement specifies the total purchase price for the shares, the payment terms, and any adjustments or considerations made during the transaction. It also outlines the allocation of purchase price among tangible and intangible assets, liabilities, and working capital. 4. Representations and Warranties: The agreement contains comprehensive representations and warranties from the Seller and the Subsidiary, ensuring the accuracy of financial statements, absence of undisclosed liabilities, compliance with laws and regulations, and various other key aspects affecting the business operations. 5. Condition Precedents: This section describes the conditions that must be fulfilled before the transaction can be completed, such as obtaining necessary approvals, consents, or waivers from parties like lenders, regulators, or other shareholders. 6. Indemnification: The parties' obligations regarding indemnification for any breaches of representations, warranties, or covenants are outlined. The agreement specifies the time limitations for asserting claims and the maximum indemnification amounts. 7. Confidentiality and Non-Competition: This clause addresses the confidentiality of the agreement and related information, as well as any restrictions on the Seller's ability to compete with the Subsidiary or engage in similar businesses after the completion of the transaction. 8. Governing Law and Dispute Resolution: The agreement specifies that Tennessee law governs the interpretation and enforcement of the agreement. It outlines the dispute resolution process, such as mediation, arbitration, or litigation, to resolve any conflicts between the parties. Different types of Tennessee Sample Purchase Agreements tailored for specific industries or unique circumstances may be named accordingly. For example, a Tennessee Sample Purchase Agreement for a technology company or a real estate development firm may contain additional provisions specific to those industries. It is crucial to consult legal professionals to review and adapt the Tennessee Sample Purchase Agreement according to the specific needs and circumstances of the parties involved in order to ensure compliance with relevant laws and regulations.

Tennessee Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc. and EX Operating, LLC regarding the sale of all shares of capital stock is a legally binding document that outlines the terms and conditions of the sale transaction between the parties involved. This agreement is specifically tailored for companies operating in Tennessee and covers the transfer of ownership of shares in a company from the seller to the buyer. The following features highlight the key aspects of this Tennessee Sample Purchase Agreement: 1. Parties Involved: The agreement clearly identifies the participating parties, namely Resort Petroleum Corp. (the "Seller"), Resort Gas Resources Company, Inc. (the "Subsidiary"), and EX Operating, LLC (the "Buyer"). 2. Sale of Shares: The agreement focuses on the sale and purchase of all the outstanding shares of capital stock of the Subsidiary. It includes detailed provisions addressing the transfer of ownership, stock certificates, and any necessary approvals from relevant parties or regulatory bodies. 3. Purchase Price: This agreement specifies the total purchase price for the shares, the payment terms, and any adjustments or considerations made during the transaction. It also outlines the allocation of purchase price among tangible and intangible assets, liabilities, and working capital. 4. Representations and Warranties: The agreement contains comprehensive representations and warranties from the Seller and the Subsidiary, ensuring the accuracy of financial statements, absence of undisclosed liabilities, compliance with laws and regulations, and various other key aspects affecting the business operations. 5. Condition Precedents: This section describes the conditions that must be fulfilled before the transaction can be completed, such as obtaining necessary approvals, consents, or waivers from parties like lenders, regulators, or other shareholders. 6. Indemnification: The parties' obligations regarding indemnification for any breaches of representations, warranties, or covenants are outlined. The agreement specifies the time limitations for asserting claims and the maximum indemnification amounts. 7. Confidentiality and Non-Competition: This clause addresses the confidentiality of the agreement and related information, as well as any restrictions on the Seller's ability to compete with the Subsidiary or engage in similar businesses after the completion of the transaction. 8. Governing Law and Dispute Resolution: The agreement specifies that Tennessee law governs the interpretation and enforcement of the agreement. It outlines the dispute resolution process, such as mediation, arbitration, or litigation, to resolve any conflicts between the parties. Different types of Tennessee Sample Purchase Agreements tailored for specific industries or unique circumstances may be named accordingly. For example, a Tennessee Sample Purchase Agreement for a technology company or a real estate development firm may contain additional provisions specific to those industries. It is crucial to consult legal professionals to review and adapt the Tennessee Sample Purchase Agreement according to the specific needs and circumstances of the parties involved in order to ensure compliance with relevant laws and regulations.