Texas 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, Title: Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock Introduction: This Texas Sample Purchase Agreement outlines the legally binding transaction between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement pertains to the full acquisition of the capital stock shares of Resort Petroleum Corp. and Resort Gas Resources Company, Inc. by EX Operating, LLC. The following sections provide a detailed description of the transaction, including its terms, conditions, and relevant keywords. 1. Parties Involved: a. Seller: Resortro Petroleum Corp. - Tesoro Gas Resources Company, Inc. b. Buyer: EXEX Operating, LLC. 2. Purchase Price and Payment Terms: — The agreement entails the sale of all outstanding shares of capital stock for a specified purchase price, which serves as the consideration for the transfer of ownership. — Payment terms, including the method of payment, future installments, and any contingencies, are meticulously defined. 3. Closing Date and Condition Precedent: — The agreement specifies the mutually agreed upon closing date, when the transaction becomes effective. — Condition precedents ensure that all necessary regulatory approvals, consents, and other legal requirements are fulfilled before the closing date. 4. Representations and Warranties: — Detailed representations and warranties by the Seller and the Buyer pertaining to various aspects like organizational authority, absence of conflicts, validity of stock, financial statements, taxation matters, compliance with laws, and environmental matters. — Indemnification clauses for any breach of representations and warranties. 5. Covenants and Conditions: — Obligations and conditions to be fulfilled by the Seller and the Buyer before and after the closing, including non-competition agreements, access to information, confidentiality, and cooperation. 6. Termination: — Provision for termination of the agreement under specific circumstances, such as failure to satisfy the condition precedents or breach of representations and warranties. 7. Governing Law and Jurisdiction: — The agreement outlines the governing law (typically the State of Texas) and jurisdiction for any disputes arising from the contract. 8. Entire Agreement and Amendment: — This section emphasizes that the purchase agreement represents the entire understanding between the parties and that any modifications should be in writing. Types of Texas Sample Purchase Agreements: — Detailed Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock (Standard Version) — Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock with Earn out Provision — Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock with Escrow Account Conclusion: The Texas Sample Purchase Agreement presented here provides a comprehensive framework for the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. It covers essential elements such as parties involved, purchase price, closing date, representations and warranties, covenants, termination, and governing law. Various types of purchase agreements exist, including those with earn out provisions or escrow accounts, which allow for flexibility in structuring the transaction.

Title: Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock Introduction: This Texas Sample Purchase Agreement outlines the legally binding transaction between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement pertains to the full acquisition of the capital stock shares of Resort Petroleum Corp. and Resort Gas Resources Company, Inc. by EX Operating, LLC. The following sections provide a detailed description of the transaction, including its terms, conditions, and relevant keywords. 1. Parties Involved: a. Seller: Resortro Petroleum Corp. - Tesoro Gas Resources Company, Inc. b. Buyer: EXEX Operating, LLC. 2. Purchase Price and Payment Terms: — The agreement entails the sale of all outstanding shares of capital stock for a specified purchase price, which serves as the consideration for the transfer of ownership. — Payment terms, including the method of payment, future installments, and any contingencies, are meticulously defined. 3. Closing Date and Condition Precedent: — The agreement specifies the mutually agreed upon closing date, when the transaction becomes effective. — Condition precedents ensure that all necessary regulatory approvals, consents, and other legal requirements are fulfilled before the closing date. 4. Representations and Warranties: — Detailed representations and warranties by the Seller and the Buyer pertaining to various aspects like organizational authority, absence of conflicts, validity of stock, financial statements, taxation matters, compliance with laws, and environmental matters. — Indemnification clauses for any breach of representations and warranties. 5. Covenants and Conditions: — Obligations and conditions to be fulfilled by the Seller and the Buyer before and after the closing, including non-competition agreements, access to information, confidentiality, and cooperation. 6. Termination: — Provision for termination of the agreement under specific circumstances, such as failure to satisfy the condition precedents or breach of representations and warranties. 7. Governing Law and Jurisdiction: — The agreement outlines the governing law (typically the State of Texas) and jurisdiction for any disputes arising from the contract. 8. Entire Agreement and Amendment: — This section emphasizes that the purchase agreement represents the entire understanding between the parties and that any modifications should be in writing. Types of Texas Sample Purchase Agreements: — Detailed Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock (Standard Version) — Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock with Earn out Provision — Texas Sample Purchase Agreement for Sale of All Shares of Capital Stock with Escrow Account Conclusion: The Texas Sample Purchase Agreement presented here provides a comprehensive framework for the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. It covers essential elements such as parties involved, purchase price, closing date, representations and warranties, covenants, termination, and governing law. Various types of purchase agreements exist, including those with earn out provisions or escrow accounts, which allow for flexibility in structuring the transaction.