North Dakota Sample Stock Purchase and Sale Agreement Model for Corporate Matters between Alexander and Alexander Services, Inc. and American International Group, Inc. Introduction: This North Dakota Sample Stock Purchase and Sale Agreement model is designed to facilitate corporate matters between Alexander and Alexander Services, Inc. (hereinafter referred to as "Seller") and American International Group, Inc. (hereinafter referred to as "Buyer"). The agreement outlines the terms and conditions governing the purchase and sale of stocks between the two parties. 1. Parties Involved: This agreement is made between Seller and Buyer, both being corporate entities duly organized and existing under the laws of the State of North Dakota. Seller holds stocks in Alexander and Alexander Services, Inc., a corporation incorporated under North Dakota law. Buyer intends to purchase the stocks held by Seller. 2. Description of Stocks: This agreement covers the purchase and sale of stocks held by Seller in Alexander and Alexander Services, Inc. The stocks are described in detail, including the number of shares and the class of shares being transferred. 3. Purchase Price and Payment Terms: The agreement specifies the purchase price of the stocks and the payment terms agreed upon by Seller and Buyer. The payment can be made in a lump sum or through installments as mutually agreed. 4. Representations and Warranties: Seller provides representations and warranties related to the stocks being sold. These include confirming the ownership of stocks, legal capacity, no encumbrances on stocks, and compliance with applicable laws. 5. Conditions Precedent: Certain conditions must be satisfied before the completion of the sale. These may include obtaining necessary regulatory approvals, consents, and compliance with any legal requirements. 6. Closing and Transfer of Stocks: The agreement outlines the procedure for the closing of the sale and the transfer of stocks to the Buyer. This includes the delivery of physical stock certificates or electronic transfer of shares. 7. Indemnification and Liability: Both parties agree to indemnify and hold each other harmless from any claims, damages, or losses arising out of the agreement breach or misrepresentations made by either party. Different Types of North Dakota Sample Stock Purchase and Sale Agreement Models: 1. North Dakota Sample Stock Purchase and Sale Agreement for Common Stocks: This variation of the agreement is specific to the purchase and sale of common stocks held by Seller in Alexander and Alexander Services, Inc. 2. North Dakota Sample Stock Purchase and Sale Agreement for Preferred Stocks: This agreement is applicable when Seller intends to sell preferred stocks held in Alexander and Alexander Services, Inc. to Buyer. 3. North Dakota Sample Stock Purchase and Sale Agreement with Earn out Provisions: This type of agreement includes provisions for a Darn out, which allows for additional payments to Seller based on predetermined financial performance metrics or milestones achieved by the company. Conclusion: The North Dakota Sample Stock Purchase and Sale Agreement is a comprehensive legal document that governs the purchase and sale of stocks between Seller and Buyer in a corporate setting. It provides a framework for a smooth and legally sound transaction, ensuring the rights and responsibilities of both parties are clearly defined.