Florida Amended Asset Purchase Agreement between Xerox Corp. and Tektronix, Inc. with Respect to Its Color Printing / Imaging Products Division - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9177
• Format: Word; Rich Text

Description

Amended Asset Purch. Agr. btwn Xerox Corp. and Tektronix, Inc. with respect to assets of its color printing/imaging products division dated September 22, 1999. 116 pages Title: Florida Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing/Imaging Products Division — Sample Introduction: The Florida Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. is a legally binding document that outlines the terms and conditions of the acquisition and transfer of assets related to Tectonic's Color Printing/Imaging Products Division. This agreement encompasses a comprehensive framework for the transaction and serves as a reference for the rights and obligations of both parties. Below are crucial details about this agreement, along with potential variations: 1. Acquisition Rationale: The agreement provides a detailed explanation of the intended purpose behind Xerox Corp.'s acquisition of Tectonic's Color Printing/Imaging Products Division. It highlights the strategic benefits, market potential, and synergies that both companies aim to achieve through this transaction. 2. Assets Included: The agreement specifies the assets that are subject to the purchase, including but not limited to technology, patents, trademarks, product inventory, machinery, equipment, intellectual property, customer lists, and contracts related to the Color Printing/Imaging Products Division. 3. Purchase Price and Payment Terms: This section outlines the agreed-upon purchase price for the assets and the modes of payment, such as cash, stock, or a combination of both. It may also explain any contingent payments, earn-out provisions, or adjustments related to the final price. 4. Terms of the Amended Agreement: The Florida Amended Asset Purchase Agreement defines the mutually agreed modifications or amendments made to the original agreement between Xerox Corp. and Tectonic, Inc. It spells out the revised terms, conditions, and any additional obligations resulting from the amendment. 5. Representations and Warranties: Both Xerox Corp. and Tectonic, Inc. provide comprehensive representations and warranties regarding the assets being transferred. These assure the buyer that the assets being acquired are in compliance with applicable laws, free from any liens or encumbrances, and possess the stated qualities and functionalities. 6. Assumed Liabilities: This section deals with the liabilities that Xerox Corp. assumes as part of the acquisition. It specifies which liabilities, if any, will be transferred alongside the assets and which will remain the responsibility of Tectonic, Inc. after the transaction. 7. Closing Conditions and Post-Closing Obligations: The agreement outlines the conditions precedent that both parties must fulfill to effectively close the transaction. It also addresses any post-closing obligations, such as employee transitions, non-compete agreements, or transitional services, facilitating a smooth integration of the acquired division into Xerox Corp. Types of Florida Amended Asset Purchase Agreements: 1. Florida Amended Asset Purchase Agreement — Technology Division Acquisition 2. Florida Amended Asset Purchase Agreement — Software Division Acquisition 3. Florida Amended Asset Purchase Agreement — Services Division Acquisition 4. Florida Amended Asset Purchase Agreement — Research and Development Division Acquisition 5. Florida Amended Asset Purchase Agreement — Manufacturing Division Acquisition Note: The listed variations represent potential scenarios specific to different divisions within a company and their corresponding agreements.

Title: Florida Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing/Imaging Products Division — Sample Introduction: The Florida Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. is a legally binding document that outlines the terms and conditions of the acquisition and transfer of assets related to Tectonic's Color Printing/Imaging Products Division. This agreement encompasses a comprehensive framework for the transaction and serves as a reference for the rights and obligations of both parties. Below are crucial details about this agreement, along with potential variations: 1. Acquisition Rationale: The agreement provides a detailed explanation of the intended purpose behind Xerox Corp.'s acquisition of Tectonic's Color Printing/Imaging Products Division. It highlights the strategic benefits, market potential, and synergies that both companies aim to achieve through this transaction. 2. Assets Included: The agreement specifies the assets that are subject to the purchase, including but not limited to technology, patents, trademarks, product inventory, machinery, equipment, intellectual property, customer lists, and contracts related to the Color Printing/Imaging Products Division. 3. Purchase Price and Payment Terms: This section outlines the agreed-upon purchase price for the assets and the modes of payment, such as cash, stock, or a combination of both. It may also explain any contingent payments, earn-out provisions, or adjustments related to the final price. 4. Terms of the Amended Agreement: The Florida Amended Asset Purchase Agreement defines the mutually agreed modifications or amendments made to the original agreement between Xerox Corp. and Tectonic, Inc. It spells out the revised terms, conditions, and any additional obligations resulting from the amendment. 5. Representations and Warranties: Both Xerox Corp. and Tectonic, Inc. provide comprehensive representations and warranties regarding the assets being transferred. These assure the buyer that the assets being acquired are in compliance with applicable laws, free from any liens or encumbrances, and possess the stated qualities and functionalities. 6. Assumed Liabilities: This section deals with the liabilities that Xerox Corp. assumes as part of the acquisition. It specifies which liabilities, if any, will be transferred alongside the assets and which will remain the responsibility of Tectonic, Inc. after the transaction. 7. Closing Conditions and Post-Closing Obligations: The agreement outlines the conditions precedent that both parties must fulfill to effectively close the transaction. It also addresses any post-closing obligations, such as employee transitions, non-compete agreements, or transitional services, facilitating a smooth integration of the acquired division into Xerox Corp. Types of Florida Amended Asset Purchase Agreements: 1. Florida Amended Asset Purchase Agreement — Technology Division Acquisition 2. Florida Amended Asset Purchase Agreement — Software Division Acquisition 3. Florida Amended Asset Purchase Agreement — Services Division Acquisition 4. Florida Amended Asset Purchase Agreement — Research and Development Division Acquisition 5. Florida Amended Asset Purchase Agreement — Manufacturing Division Acquisition Note: The listed variations represent potential scenarios specific to different divisions within a company and their corresponding agreements.