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Stock Purchase And Sale Agreement

Stock Purchase Agreement

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 This Stock Purchase Agreement involves

TECO Energy, Inc | PSEG Americas Inc.

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Title: Stock Purchase and Sale Agreement
Governing Law: Florida     Date: 3/15/2005

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Exhibit 2.1.5





702 North Franklin Street

Tampa, Florida 33602


As of August 27, 2004


PSEG Americas Inc.

c/o PSEG Global L.L.C.

80 Park Plaza, T-20

Newark, NJ 07102


Re: Seller Indemnification Obligations; Title to TPS II Shares


Ladies and Gentlemen:


This letter (the “Letter”) is delivered by TECO Energy, Inc. (the “Parent”), a Florida corporation, pursuant to Section 11(j) of the Stock Purchase and Sale Agreement (the “Purchase Agreement”) dated as of the date hereof by and between PSEG Americas Inc. (the “Purchaser”) and TIE NEWCO Holdings, Inc. (the “Seller”), an indirect wholly-owned subsidiary of the Parent, pursuant to which the Purchaser has agreed to acquire from the Seller all of the issued and outstanding shares (the “TPS II Shares”) of TPS Holdings II, Inc. (“TPS II”), a Florida corporation. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.


Parent hereby agrees, as a material inducement to the Purchaser to execute and deliver the Purchase Agreement and to consummate the transactions contemplated thereby (from which the Parent will benefit indirectly), as follows:



Indemnification Obligations . Article 12 of the Purchase Agreement contains the indemnification obligations of the Seller (as such exist under and are limited by the Purchase Agreement, the “Indemnification Obligations”). Parent hereby covenants and agrees that Parent shall pay the Indemnification Obligations on the Seller’s behalf in the event the Seller does not pay the Indemnification Obligations when due.



Title to TPS II Shares . If the Consummation occurs, Parent hereby covenants to exercise, and to cause its Affiliates to exerc

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