Alaska Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9178
• Format: Word; Rich Text

Description

Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation dated December 17, 1999. 30 pages Alaska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample: Introduction: The Alaska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation (IBM) sets forth the terms and conditions under which Radius Corporation ("Seller") agrees to sell and IBM agrees to purchase certain assets of Radius Corporation's business operations located in Alaska ("Alaska Operations"). Agreement Types: 1. Alaska Sample Asset Purchase Agreement — Predominantly Real Estate Assets: This agreement variant focuses on the acquisition of real estate properties owned by Radius Corporation within Alaska. It outlines the transfer of ownership, property details, conditions of sale, and associated terms and obligations. 2. Alaska Sample Asset Purchase Agreement — Intellectual Property Assets: This agreement variant specifically addresses the acquisition of intellectual property assets held by Radius Corporation in Alaska. It includes detailed provisions related to the transfer of patents, copyrights, trademarks, trade secrets, and other intangible assets. 3. Alaska Sample Asset Purchase Agreement — Tangible Assets: This agreement variant covers the purchase of tangible assets located in Alaska, such as equipment, machinery, inventory, vehicles, and furniture. It encompasses provisions pertaining to identification, condition, quantity, and transfer of these assets. Key Terms and Conditions: 1. Purchase Price and Payment: The agreement stipulates the purchase price for the assets and outlines the payment terms, including any adjustments, contingencies, or escrow arrangements agreed upon by both parties. 2. Assets Included in the Purchase: A comprehensive list of the assets being sold is provided, specifying their description, location, condition, and any necessary consents, permits, or licenses required for their transfer. 3. Liabilities and Indemnification: The agreement addresses the allocation of liabilities between the parties, including outstanding debts, pending legal claims, warranties, and product liabilities. It also outlines indemnification provisions to protect both parties from potential risks and losses. 4. Transition Services and Employees: This section covers any arrangements for transitional support services, such as IT systems, consulting, or back-office functions provided by the Seller. Additionally, it may include provisions related to the transfer, retention, or termination of employees associated with the Alaska Operations. 5. Closing and Post-Closing Obligations: The agreement specifies the closing date and the necessary actions to complete the transaction. It also delineates any post-closing obligations, including regulatory compliance, confidentiality, and non-compete clauses. Conclusion: The Alaska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation establishes the terms governing the sale and purchase of assets related to Radius Corporation's Alaska Operations. Depending on the specific nature of the assets involved, separate agreement variants may pertain to real estate assets, intellectual property assets, or tangible assets. The agreement covers critical aspects such as purchase price, payment terms, asset descriptions, liabilities, transitional services, employee transfers, and closing procedures to facilitate a smooth and legally binding transaction between the parties involved.

Alaska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample: Introduction: The Alaska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation (IBM) sets forth the terms and conditions under which Radius Corporation ("Seller") agrees to sell and IBM agrees to purchase certain assets of Radius Corporation's business operations located in Alaska ("Alaska Operations"). Agreement Types: 1. Alaska Sample Asset Purchase Agreement — Predominantly Real Estate Assets: This agreement variant focuses on the acquisition of real estate properties owned by Radius Corporation within Alaska. It outlines the transfer of ownership, property details, conditions of sale, and associated terms and obligations. 2. Alaska Sample Asset Purchase Agreement — Intellectual Property Assets: This agreement variant specifically addresses the acquisition of intellectual property assets held by Radius Corporation in Alaska. It includes detailed provisions related to the transfer of patents, copyrights, trademarks, trade secrets, and other intangible assets. 3. Alaska Sample Asset Purchase Agreement — Tangible Assets: This agreement variant covers the purchase of tangible assets located in Alaska, such as equipment, machinery, inventory, vehicles, and furniture. It encompasses provisions pertaining to identification, condition, quantity, and transfer of these assets. Key Terms and Conditions: 1. Purchase Price and Payment: The agreement stipulates the purchase price for the assets and outlines the payment terms, including any adjustments, contingencies, or escrow arrangements agreed upon by both parties. 2. Assets Included in the Purchase: A comprehensive list of the assets being sold is provided, specifying their description, location, condition, and any necessary consents, permits, or licenses required for their transfer. 3. Liabilities and Indemnification: The agreement addresses the allocation of liabilities between the parties, including outstanding debts, pending legal claims, warranties, and product liabilities. It also outlines indemnification provisions to protect both parties from potential risks and losses. 4. Transition Services and Employees: This section covers any arrangements for transitional support services, such as IT systems, consulting, or back-office functions provided by the Seller. Additionally, it may include provisions related to the transfer, retention, or termination of employees associated with the Alaska Operations. 5. Closing and Post-Closing Obligations: The agreement specifies the closing date and the necessary actions to complete the transaction. It also delineates any post-closing obligations, including regulatory compliance, confidentiality, and non-compete clauses. Conclusion: The Alaska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation establishes the terms governing the sale and purchase of assets related to Radius Corporation's Alaska Operations. Depending on the specific nature of the assets involved, separate agreement variants may pertain to real estate assets, intellectual property assets, or tangible assets. The agreement covers critical aspects such as purchase price, payment terms, asset descriptions, liabilities, transitional services, employee transfers, and closing procedures to facilitate a smooth and legally binding transaction between the parties involved.