Title: Wyoming Sample Purchase Agreement: Sale of All Shares of Capital Stock between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC Introduction: This article provides a detailed description of a Wyoming Sample Purchase Agreement between Resort Petroleum Corp., Resort Gas Resources Company, Inc., and EX Operating, LLC, specifically regarding the sale of all shares of capital stock. The agreement outlines the terms, conditions, and obligations related to the sale, and offers valuable insights for parties involved in similar transactions. Keywords: Wyoming Sample Purchase Agreement, sale of shares, capital stock, Resort Petroleum Corp., Resort Gas Resources Company, Inc., EX Operating, LLC Types of Wyoming Sample Purchase Agreements: 1. Wyoming Sample Purchase Agreement for Sale of All Shares of Capital Stock — Basic Version: This version of the agreement serves as a fundamental template covering the standard provisions, such as identifying the involved parties, purchase price, closing date, representations, warranties, and indemnification. 2. Wyoming Sample Purchase Agreement for Sale of All Shares of Capital Stock — Complex Version: The complex version of the agreement provides additional provisions that cater to specific circumstances and complexities relevant to the transaction. It may take into account factors like intellectual property rights, environmental obligations, employees' rights, or any other pertinent considerations. Contents of a Wyoming Sample Purchase Agreement: 1. Introduction: — Identifying the Agreement: Clearly specifies the agreement's title, effective date, and the parties involved. — Background Information: Describes the historical context and purpose of the agreement. 2. Definitions: — Clarifies the specific terms used within the agreement to avoid any ambiguities or misunderstandings. 3. Purchase and Sale of Shares: — Purchase Price: States the agreed-upon price and payment terms payable by the buyer to the seller. — Closing Date: Enumerates the agreed-upon closing date and conditions precedent to the transaction. 4. Representations and Warranties: — Seller's Representations: Provides a list of affirmations made by the seller about the condition, ownership, and legality of the shares being sold. — Buyer's Representations: Specifies affirmations made by the buyer regarding its capacity and ability to fulfill its obligations under the agreement. 5. Covenants and Undertakings: — Pre-Closing Covenants: Outlines actions both parties must undertake or refrain from while the transaction is being completed. — Post-Closing Covenants: Highlights obligations and responsibilities that persist after the completion of the sale. 6. Conditions Precedent: — Enumerates the conditions that must be satisfied before the closing of the transaction can occur. 7. Indemnification and Remedies: — Specifies the remedies available to the buyer if any breaches or misrepresentations occur and the indemnification process for damages suffered. 8. Confidentiality: — Establishes the confidentiality obligations of both parties to protect sensitive information regarding the transaction. 9. Governing Law and Arbitration: — Determines the laws governing the agreement and the method of dispute resolution. 10. Termination: — Describes the circumstances under which either party may terminate the agreement prior to closing. Disclaimer: This description is strictly informational and should not be considered legal advice. It is advised to consult professional legal counsel for specific guidance and customization of any purchase agreement.