Wisconsin Sample Asset Purchase Agreement is a legally binding document that governs the acquisition of assets between two parties, namely Radius Corporation and International Business Machines Corporation (IBM). This agreement outlines the terms and conditions under which Radius Corporation agrees to sell specific assets to IBM, and IBM agrees to purchase those assets. This Sample Asset Purchase Agreement is primarily designed for use in the state of Wisconsin, ensuring compliance with local laws and regulations. It serves as a template or a starting point for drafting customized asset purchase agreements between Radius Corporation and IBM, or other parties involved in similar transactions. Key provisions included in this agreement are: 1. Agreement Purpose: Clearly states that this agreement outlines the terms and conditions for the asset purchase between Radius Corporation and IBM. 2. Definitions: Provides clear definitions for terms used throughout the agreement, ensuring mutual understanding between the parties. 3. Asset Description: Describes the assets being sold by Radius Corporation to IBM in detail. These assets may include real estate, equipment, intellectual property, contracts, licenses, inventory, and other tangible or intangible property. 4. Purchase Price: Specifies the agreed-upon purchase price for the assets. It may also detail any payment terms, such as lump-sum payments or installment payments. 5. Representations and Warranties: Outlines the warranties and assurances made by Radius Corporation regarding the assets being sold. This section ensures that the assets are accurately represented and free from any undisclosed liabilities or encumbrances. 6. Conditions Precedent: Enumerates the conditions that must be fulfilled before the completion of the asset purchase, such as obtaining necessary approvals or consents from third parties. 7. Closing and Post-Closing Obligations: Defines the steps and responsibilities of both parties during the closing process and any obligations that continue after the closing, including the transfer of assets, indemnification, and confidentiality. It's important to note that this is just a sample agreement and should be tailored to the specific circumstances of the asset purchase between Radius Corporation and IBM. Any party using this agreement should seek legal counsel to ensure compliance with Wisconsin laws and make necessary modifications to accurately reflect the terms, conditions, and assets involved in their transaction.