New Jersey 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: New Jersey Sample Purchase Agreement for Sale of All Shares of Capital Stock Resortro Petroleum Corp., Tesoro Gas Resources Company, Inc., and EX Operating, LLC Keywords: New Jersey, purchase agreement, Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC, sale, shares of capital stock, detailed description Introduction: This New Jersey Sample Purchase Agreement outlines the terms and conditions for the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The agreement covers various aspects such as the purchase price, representations and warranties, indemnification, and closing conditions. Sample Purchase Agreement Types: 1. New Jersey Purchase Agreement — Stock Acquisition: This type of purchase agreement covers the acquisition of all shares of capital stock from Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC by a purchasing entity, following the laws and regulations of New Jersey. 2. New Jersey Purchase Agreement — Asset Acquisition: In this purchase agreement, the transaction involves buying specific assets of Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC rather than acquiring their shares of capital stock. It ensures adherence to the legal requirements governing asset acquisitions in New Jersey. 3. New Jersey Purchase Agreement — Merger & Acquisition: This type of purchase agreement entails the merger of Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC, resulting in the consolidation of their stock shares. It complies with the laws and regulations mandated by New Jersey for merger and acquisition transactions. Key Sections of the Sample Purchase Agreement: 1. Parties Involved and Background: Identifies Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC as the parties to the agreement. Outlines their respective backgrounds and provides a brief overview of the transaction. 2. Purchase Price and Payment Terms: Details the agreed-upon purchase price for the shares of capital stock, the payment structure, and any applicable conditions or installments related to the payment. 3. Representations and Warranties: Outlines the representations and warranties made by each party regarding the accuracy of the information provided, the legality of the transaction, and any existing liabilities or obligations. 4. Closing Conditions and Deliverables: Specifies the conditions that must be fulfilled for the closing of the transaction, such as regulatory approvals, consents, and clearances. Describes the required deliverables, such as stock certificates, transfer documents, and financial statements. 5. Indemnification: Outlines the provisions related to indemnification, including the scope of indemnity, indemnification claims, and the procedure for resolving disputes. 6. Confidentiality and Non-Disclosure: Addresses the confidentiality obligations and nondisclosure provisions that the parties must adhere to regarding any confidential information exchanged during and after the transaction. Conclusion: This New Jersey Sample Purchase Agreement serves as a comprehensive legal document providing an intricate framework for the sale of all shares of capital stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC. The choice of the specific agreement type depends on the nature and structure of the transaction — whether it involves stock acquisition, asset acquisition, or merger and acquisition.