Idaho Sample Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9395
• Format: Word; Rich Text

Description

Membership Share Purchase Agreement between Zefer Corporation, Zefer Northeast, Spyplane, LLC and Equityholders regarding acquiring units from equityholders in exchange for shares of common stock dated May, 1999. 49 pages.

Idaho Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC and Equity holders This Idaho Sample Purchase Agreement outlines the terms and conditions for the purchase and sale of equity in Spy plane, LLC (the "Company") by Refer Corporation and Refer Northeast (referred to as the "Buyer"), from the existing equity holders (referred to as the "Sellers"). The agreement aims to provide a comprehensive framework for carrying out the transaction while protecting the rights and interests of all parties involved. Main Provisions of the Agreement: 1. Purchase Price: The agreement specifies the total purchase price for the equity interests of the Company, which includes both cash consideration and non-cash consideration, if any. 2. Closing and Effective Date: It defines the closing date, when the transfer of ownership will occur, and the effective date from which the Buyer will assume control and responsibility for the Company. 3. Representations and Warranties: The agreement incorporates a series of representations and warranties made by both the Sellers and the Company. These assurances cover various aspects such as ownership of equity, absence of liabilities, accuracy of financial statements, compliance with laws and regulations, and proper maintenance of corporate records. 4. Purchase Price Adjustment: If any changes occur in the Company's financial condition or valuation prior to the closing date, this clause allows for adjustment of the purchase price. 5. Post-Closing Obligations: This section outlines certain obligations of the Buyer and Sellers post-closing, including the obligation to provide necessary information, cooperation for smooth transition, and assistance in completing regulatory filings or audits. 6. Indemnification: The agreement provides for indemnification rights and obligations of the Buyer and Sellers, which protect them from liability for breaches of representations, warranties, or any other specified claims arising before or after closing. 7. Governing Law and Dispute Resolution: The agreement clarifies that Idaho law governs its interpretation and enforcement. Additionally, it establishes a dispute resolution mechanism in case of disagreements, such as negotiation, mediation, or finally, arbitration. Types of Idaho Sample Purchase Agreement: 1. Asset Purchase Agreement: If the transaction involves the purchase of the Company's assets rather than its equity, a distinct agreement can be created to outline the terms and conditions for the asset transfer. 2. Stock Purchase Agreement: This type of agreement is relevant when Refer Corporation, Refer Northeast, and Spy plane, LLC agree on the direct purchase of the equity shares of the Company from the existing equity holders. By using the relevant keywords and incorporating them into the content, this description of an Idaho Sample Purchase Agreement between Refer Corporation, Refer Northeast, Spy plane, LLC, and Equity holders aims to provide a precise understanding of the document and its contents tailored to the requested topic.