Connecticut 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 Connecticut Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Connecticut Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation serves as a legally binding document that outlines the terms and conditions of the asset acquisition. The agreement encompasses various key provisions, including purchase price, assets included, representations and warranties, covenants, conditions precedent, and termination clauses. The purpose of this Sample Asset Purchase Agreement is to establish a framework for the transfer of assets from Radius Corporation to International Business Machines Corporation, ensuring a smooth and mutually beneficial transaction. The agreement ensures that both parties are protected and their rights and obligations are clearly defined throughout the acquisition process. The provisions within this agreement cover a vast array of essential aspects related to the asset purchase. The purchase price is defined, detailing the agreed-upon amount to be paid by International Business Machines Corporation to Radius Corporation for the acquisition of the assets. The nature and specifics of the assets included in the purchase are outlined, ensuring both parties are in agreement regarding what is being transferred. Representations and warranties are included in the agreement to assure International Business Machines Corporation that Radius Corporation's assets are accurately described, owned free from any liens and encumbrances, and not infringing upon any third-party intellectual property rights. These representations and warranties guarantee that International Business Machines Corporation will not face any undisclosed liabilities related to the acquired assets. Covenants in this Sample Asset Purchase Agreement include various obligations and restrictions for both parties. These covenants may cover issues such as non-compete provisions, confidentiality, and restrictions on solicitation of employees or customers. Such covenants ensure a smooth transition and protect the interests of the acquiring party. The agreement also defines several conditions precedent that must be met before the transaction can be completed. These conditions include obtaining necessary approvals, licenses, or consents from regulatory authorities or third parties. In case any condition precedent is not fulfilled, the agreement outlines the consequences and potential termination options. Termination clauses are explicitly defined within this Sample Asset Purchase Agreement, detailing the circumstances under which either party may terminate the agreement. These clauses protect both parties' rights in case of material breaches, failure to fulfill conditions precedent, or any other specified grounds for termination. It's important to note that variations in Connecticut Sample Asset Purchase Agreements between Radius Corporation and International Business Machines Corporation can exist based on specific terms negotiated by both parties or any applicable state laws. However, regardless of variations, the main purpose remains the same — to facilitate a successful asset acquisition between the two corporations while safeguarding their respective interests.

Connecticut Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Connecticut Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation serves as a legally binding document that outlines the terms and conditions of the asset acquisition. The agreement encompasses various key provisions, including purchase price, assets included, representations and warranties, covenants, conditions precedent, and termination clauses. The purpose of this Sample Asset Purchase Agreement is to establish a framework for the transfer of assets from Radius Corporation to International Business Machines Corporation, ensuring a smooth and mutually beneficial transaction. The agreement ensures that both parties are protected and their rights and obligations are clearly defined throughout the acquisition process. The provisions within this agreement cover a vast array of essential aspects related to the asset purchase. The purchase price is defined, detailing the agreed-upon amount to be paid by International Business Machines Corporation to Radius Corporation for the acquisition of the assets. The nature and specifics of the assets included in the purchase are outlined, ensuring both parties are in agreement regarding what is being transferred. Representations and warranties are included in the agreement to assure International Business Machines Corporation that Radius Corporation's assets are accurately described, owned free from any liens and encumbrances, and not infringing upon any third-party intellectual property rights. These representations and warranties guarantee that International Business Machines Corporation will not face any undisclosed liabilities related to the acquired assets. Covenants in this Sample Asset Purchase Agreement include various obligations and restrictions for both parties. These covenants may cover issues such as non-compete provisions, confidentiality, and restrictions on solicitation of employees or customers. Such covenants ensure a smooth transition and protect the interests of the acquiring party. The agreement also defines several conditions precedent that must be met before the transaction can be completed. These conditions include obtaining necessary approvals, licenses, or consents from regulatory authorities or third parties. In case any condition precedent is not fulfilled, the agreement outlines the consequences and potential termination options. Termination clauses are explicitly defined within this Sample Asset Purchase Agreement, detailing the circumstances under which either party may terminate the agreement. These clauses protect both parties' rights in case of material breaches, failure to fulfill conditions precedent, or any other specified grounds for termination. It's important to note that variations in Connecticut Sample Asset Purchase Agreements between Radius Corporation and International Business Machines Corporation can exist based on specific terms negotiated by both parties or any applicable state laws. However, regardless of variations, the main purpose remains the same — to facilitate a successful asset acquisition between the two corporations while safeguarding their respective interests.