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this is a draft agreement only and delivery or discussion of this draft agreement should not be construed as an offer or commitment with respect to the proposed transactions to which this draft agreement relates. (a) the closing of the transactions contemplated by this agreement (the “closing”) shall take place remotely simultaneously with the closing of the transactions contemplated by the merger agreement or on such other date as is mutually agreeable to purchaser and seller. the execution and delivery by seller of this agreement and the other transaction documents to which seller is a party, and the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized in accordance with seller’s certificate of limited partnership and agreement of limited partnership. except as set forth on schedule 3.08 of the disclosure schedule, as of the date of this agreement and on the closing date, seller does not and will not (i) have any other operations or business activities; (ii) employ or engage any individuals to provide services to seller, or (iii) have any liability to any person. except as set forth on schedule 4.02 of the disclosure schedule, there are no voting trusts, members’ agreements or other contracts relating to the ownership, voting or transfer of any equity interests in ocw to which ocw or seller is a party. (b) neither ocw nor any of its subsidiaries owns (nor has ever owned) any interest in any parcel of real property located at the addresses other than the real property as set forth in schedule 4.05(b) of the disclosure schedule (the “purchased real property”) and is not a party to any agreement or option to purchase any real property or interest therein other than as set forth in schedule 4.05(b) of the disclosure schedule or pursuant to the transaction documents. (a) for the past five (5) years, ocw and each of its subsidiaries has materially complied and is in material compliance with all laws applicable to ocw and/or any of its subsidiaries, as applicable. (d) at all times since the date of its organization ocw has been classified for federal and applicable state income tax purposes as a “partnership” as defined in section 761(a)(1) of the code, and on the closing date ocw will be classified for federal and applicable state income tax purposes as a “partnership” as defined in section 761(a)(1) of the code. each of ocw and/or its subsidiaries has paid in full or accrued in the financial statements all wages, salaries, commissions, incentives, bonuses and other compensation due to any employee and accrued prior to the closing. (a) schedule 4.15(a) of the disclosure schedule sets forth a list of all insurance policies in force with respect to seller, ocw or any of ocw’s subsidiaries as of the effective date (specifying the insurer, amount of coverage, type of insurance and applicable deductibles). (h) each current employee, consultant and contractor of ocw and each of its subsidiaries has executed a written agreement obligating such employee, consultant or contractor to maintain the confidentiality of all of the ocw intellectual property and to assign to ocw and/or its subsidiaries any and all rights in any intellectual property that is or has been developed by such employee, consultant or contractor during the duration of such employee, consultant or contractor’s service with or for ocw or any subsidiary of ocw. each material contract is valid, binding and in full force and effect and is enforceable by ocw, any of its subsidiaries (as applicable) or any party thereto in accordance with its terms, subject to the enforceability exceptions. the class a shares issued pursuant to the terms of this agreement shall be, when issued in accordance with the terms of this agreement, validly issued and outstanding, fully paid, nonassessable, free and clear of all encumbrances other than the transfer and other restrictions set forth in this agreement and pursuant to any state or federal securities laws. the disclosure of any matter in any section or schedule of the disclosure schedule will be deemed to be a disclosure by seller to each other section or schedule of the disclosure schedule to which such disclosure’s relevance is reasonably apparent on its face. “contract” means any written contract or other legally binding written agreement to which ocw or any of its subsidiaries is a party.
“off-the-shelf software” means software, other than open source software, obtained from a third party (a) on general commercial terms and that continues to be widely available on such commercial terms, (b) that is not distributed with or incorporated in any product or services of ocw or any of its subsidiaries; and (d) was licensed for fixed payments of less than $100,000 in the aggregate or annual payments of less than $50,000 per year. whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. to the extent any terms and provisions of this agreement are in any way inconsistent with or in conflict with any term, condition or provision of the merger agreement, the merger agreement shall govern and control. all matters relating to the interpretation, construction, validity and enforcement of this agreement shall be governed by and construed in accordance with the domestic laws of the state of delaware without giving effect to any choice or conflict of law provision or rule (whether of the state of delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the state of delaware. (g) “settled claim amount” shall mean, for any claim finally determined pursuant to section 5(a)(i), the amount specified in the notice of claim; and for any claim finally determined pursuant to section 5(a)(ii), the amount that the founders are deemed obligated to pay upon settlement or other final determination of such claim. (b) any inaccuracy in or breach of any representation or warranty and the amount of any losses with respect to a breach shall be determined without regard to any materiality, material adverse effect or other similar qualification contained in or otherwise applicable to such representation or warranty. any provision of this agreement may be amended or waived only in a writing signed by boston beer and the founders. all matters relating to the interpretation, construction, validity and enforcement of this agreement shall be governed by and construed in accordance with the domestic laws of the state of delaware without giving effect to any choice or conflict of law provision or rule (whether of the state of delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the state of delaware. each holder hereby acknowledges and agrees that if a trigger event does not occur, or the holder representative fails to deliver timely notice to the company in accordance with section 2.04 below, the holders shall have no registration rights of any kind and the company shall not be under any obligation to register the registrable securities or file any registration statement. each holder further agrees and confirms that the company shall be entitled to rely on the appointment of the holder representative as agent on behalf of all of the holders hereunder and that the company shall not be liable to any holder in any respect for any decision made by the holder representative on behalf of all holders or the company’s reliance thereon. each holder hereby agrees and acknowledges that any such amendment, modification, supplement or waiver of this agreement, or any provision hereunder, as consented to by the holder representative shall be binding on all of the holders. if in any respect such representations shall not be true and accurate prior to such date, the undersigned shall give immediate notice of such fact to the company. (she has argued cases in a number of jurisdictions including taking a case all the way to the illinois supreme court.) i fell in love with the work and decided to open my own firm so i could keep helping them. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”
this agreement contemplates a transaction in which the buyer will purchase from the sellers, and the sellers will sell to the buyer, all of their outstanding a unit purchase agreement is a legal document that business owners can use to buy goods and services. the seller can offer significant discounts on products this common unit purchase agreement, dated as of (this “agreement”), is by and among. energy transfer equity, l.p., a delaware limited, proof of unit purchase, proof of unit purchase, membership interest purchase agreement pdf, partnership interest purchase agreement template pdf, llc purchase agreement.
this agreement and the common unit purchase agreement supersede all prior agreements and understandings between the parties with respect to such subject matter. units purchase agreement means that certain purchase agreement, dated as of the closing date, by and among the parent company and the initial purchasers named this unit purchase agreement (this “agreement”), dated as of , is entered into by and among dentaquest, llc, a delaware limited liability, llc membership interest agreement, florida llc membership interest purchase agreement, contract to sell llc, membership interest purchase agreement california.
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