Middlesex Massachusetts 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
• County: Middlesex
• 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, Middlesex Massachusetts Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc. and EX Operating, LLC regarding sale of all shares of capital stock This Middlesex Massachusetts Sample Purchase Agreement (hereinafter referred to as "Agreement") is made on [date], between Resort Petroleum Corp., a corporation organized and existing under the laws of [state], with its principal place of business at [address] (hereinafter referred to as the "Seller"), Resort Gas Resources Company, Inc., a corporation organized and existing under the laws of [state], with its principal place of business at [address] (hereinafter referred to as the "Buyer"), and EX Operating, LLC, a limited liability company organized and existing under the laws of [state], with its principal place of business at [address] (hereinafter referred to as the "Company"). WHEREAS, the Seller is the sole owner of [number] shares of the capital stock of the Company (hereinafter referred to as the "Shares"), which represents [percentage] of the total issued and outstanding shares of the Company's capital stock. WHEREAS, the Seller desires to sell and the Buyer desires to purchase all the Seller's Shares, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purchase and Sale of Shares: 1.1 Sale: The Seller agrees to sell, transfer, convey, and assign to the Buyer, and the Buyer agrees to purchase from the Seller, all the Seller's Shares, free and clear of any and all liens, claims, and encumbrances. 1.2 Purchase Price: The purchase price for the Shares shall be [amount] payable as follows: [details of payment terms]. 1.3 Closing: The closing of the sale and purchase of the Shares shall take place on [date] at [location] or at such other time and place as mutually agreed upon by the parties. 2. Representations and Warranties: 2.1 Seller's Representations and Warranties: The Seller represents and warrants to the Buyer that: [Include relevant representations and warranties such as the Seller's authority to sell the Shares, absence of undisclosed liabilities, accuracy of financial statements, compliance with laws and regulations, etc.] 2.2 Buyer's Representations and Warranties: The Buyer represents and warrants to the Seller that: [Include relevant representations and warranties such as the Buyer's authority to enter into the Agreement, availability of funds to complete the purchase, etc.] 3. Indemnification: 3.1 Indemnification by the Seller: The Seller agrees to indemnify and hold harmless the Buyer from and against any and all claims, damages, liabilities, and expenses arising out of any breach or inaccuracy of any representation or warranty made by the Seller or any violation of applicable laws. 3.2 Indemnification by the Buyer: The Buyer agrees to indemnify and hold harmless the Seller from and against any and all claims, damages, liabilities, and expenses arising out of any breach or inaccuracy of any representation or warranty made by the Buyer or any violation of applicable laws. 4. Governing Law and Dispute Resolution: 4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 4.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. This Middlesex Massachusetts Sample Purchase Agreement sets forth the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements. This Agreement may only be modified or amended in writing, signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Resort Petroleum Corp: ___________________________ [Authorized Signatory] Resort Gas Resources Company, Inc: ___________________________ [Authorized Signatory] EX Operating, LLC: ___________________________ [Authorized Signatory]

Middlesex Massachusetts Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc. and EX Operating, LLC regarding sale of all shares of capital stock This Middlesex Massachusetts Sample Purchase Agreement (hereinafter referred to as "Agreement") is made on [date], between Resort Petroleum Corp., a corporation organized and existing under the laws of [state], with its principal place of business at [address] (hereinafter referred to as the "Seller"), Resort Gas Resources Company, Inc., a corporation organized and existing under the laws of [state], with its principal place of business at [address] (hereinafter referred to as the "Buyer"), and EX Operating, LLC, a limited liability company organized and existing under the laws of [state], with its principal place of business at [address] (hereinafter referred to as the "Company"). WHEREAS, the Seller is the sole owner of [number] shares of the capital stock of the Company (hereinafter referred to as the "Shares"), which represents [percentage] of the total issued and outstanding shares of the Company's capital stock. WHEREAS, the Seller desires to sell and the Buyer desires to purchase all the Seller's Shares, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purchase and Sale of Shares: 1.1 Sale: The Seller agrees to sell, transfer, convey, and assign to the Buyer, and the Buyer agrees to purchase from the Seller, all the Seller's Shares, free and clear of any and all liens, claims, and encumbrances. 1.2 Purchase Price: The purchase price for the Shares shall be [amount] payable as follows: [details of payment terms]. 1.3 Closing: The closing of the sale and purchase of the Shares shall take place on [date] at [location] or at such other time and place as mutually agreed upon by the parties. 2. Representations and Warranties: 2.1 Seller's Representations and Warranties: The Seller represents and warrants to the Buyer that: [Include relevant representations and warranties such as the Seller's authority to sell the Shares, absence of undisclosed liabilities, accuracy of financial statements, compliance with laws and regulations, etc.] 2.2 Buyer's Representations and Warranties: The Buyer represents and warrants to the Seller that: [Include relevant representations and warranties such as the Buyer's authority to enter into the Agreement, availability of funds to complete the purchase, etc.] 3. Indemnification: 3.1 Indemnification by the Seller: The Seller agrees to indemnify and hold harmless the Buyer from and against any and all claims, damages, liabilities, and expenses arising out of any breach or inaccuracy of any representation or warranty made by the Seller or any violation of applicable laws. 3.2 Indemnification by the Buyer: The Buyer agrees to indemnify and hold harmless the Seller from and against any and all claims, damages, liabilities, and expenses arising out of any breach or inaccuracy of any representation or warranty made by the Buyer or any violation of applicable laws. 4. Governing Law and Dispute Resolution: 4.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. 4.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. This Middlesex Massachusetts Sample Purchase Agreement sets forth the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements. This Agreement may only be modified or amended in writing, signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Resort Petroleum Corp: ___________________________ [Authorized Signatory] Resort Gas Resources Company, Inc: ___________________________ [Authorized Signatory] EX Operating, LLC: ___________________________ [Authorized Signatory]