Iowa 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 Iowa Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Iowa Sample Asset Purchase Agreement between Radius Corporation (hereinafter referred to as "Seller") and International Business Machines Corporation (hereinafter referred to as "Buyer") establishes the terms and conditions for the purchase and sale of certain assets owned by the Seller. This agreement outlines the rights, obligations, and responsibilities of both parties involved. Key Features of the Agreement: 1. Description of Assets: The agreement defines the assets to be transferred from the Seller to the Buyer. These may include tangible assets such as equipment, inventory, machinery, etc., as well as intangible assets like intellectual property rights, trademarks, patents, etc. 2. Purchase Price: The agreement sets forth the purchase price for the assets. It specifies the currency, payment terms, and any conditions or adjustments related to the price. The agreement may also include provisions for the allocation of the purchase price to different assets. 3. Representations and Warranties: Both parties make various representations and warranties regarding their authority, ownership, and the condition of the assets. Seller represents that it has clear title to the assets and that they are free from any liens or encumbrances. Buyer represents that it has the financial means to complete the transaction. 4. Covenants and Conditions: The agreement outlines certain actions and obligations that both parties must fulfill before the completion of the transaction. These may include obtaining necessary consents, conducting due diligence, and complying with legal and regulatory requirements. 5. Closing and Escrow: The agreement defines the closing date, which marks the official transfer of assets and payment. It may also establish an escrow arrangement, where a portion of the purchase price is held by a neutral third party to cover any potential post-closing liabilities or claims. 6. Indemnification: The agreement includes provisions for indemnification, whereby one party agrees to compensate the other for any losses, damages, or liabilities arising from breaches of representations, warranties, or other specified circumstances. Types of Iowa Sample Asset Purchase Agreement: 1. Iowa Sample Asset Purchase Agreement with Intellectual Property: This variant of the agreement focuses on the transfer of intellectual property assets, including patents, copyrights, trademarks, trade secrets, etc. It highlights specific considerations related to the protection and ownership of these intangible assets. 2. Iowa Sample Asset Purchase Agreement for Real Estate: This type of agreement is used when the assets being transferred include real estate properties. It addresses legal and regulatory requirements related to the sale of real estate and may include additional clauses related to warranties, representations, and title transfers. 3. Iowa Sample Asset Purchase Agreement with Non-Compete Clause: In this agreement, the Buyer may require the Seller to agree to a non-compete clause, which restricts the Seller from engaging in similar business activities or competing with the Buyer for a specified period within a defined geographical area. By using the appropriate Iowa Sample Asset Purchase Agreement, both the Seller and Buyer can ensure a smooth and legally binding transaction, protecting their respective interests and rights throughout the process.

Iowa Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Iowa Sample Asset Purchase Agreement between Radius Corporation (hereinafter referred to as "Seller") and International Business Machines Corporation (hereinafter referred to as "Buyer") establishes the terms and conditions for the purchase and sale of certain assets owned by the Seller. This agreement outlines the rights, obligations, and responsibilities of both parties involved. Key Features of the Agreement: 1. Description of Assets: The agreement defines the assets to be transferred from the Seller to the Buyer. These may include tangible assets such as equipment, inventory, machinery, etc., as well as intangible assets like intellectual property rights, trademarks, patents, etc. 2. Purchase Price: The agreement sets forth the purchase price for the assets. It specifies the currency, payment terms, and any conditions or adjustments related to the price. The agreement may also include provisions for the allocation of the purchase price to different assets. 3. Representations and Warranties: Both parties make various representations and warranties regarding their authority, ownership, and the condition of the assets. Seller represents that it has clear title to the assets and that they are free from any liens or encumbrances. Buyer represents that it has the financial means to complete the transaction. 4. Covenants and Conditions: The agreement outlines certain actions and obligations that both parties must fulfill before the completion of the transaction. These may include obtaining necessary consents, conducting due diligence, and complying with legal and regulatory requirements. 5. Closing and Escrow: The agreement defines the closing date, which marks the official transfer of assets and payment. It may also establish an escrow arrangement, where a portion of the purchase price is held by a neutral third party to cover any potential post-closing liabilities or claims. 6. Indemnification: The agreement includes provisions for indemnification, whereby one party agrees to compensate the other for any losses, damages, or liabilities arising from breaches of representations, warranties, or other specified circumstances. Types of Iowa Sample Asset Purchase Agreement: 1. Iowa Sample Asset Purchase Agreement with Intellectual Property: This variant of the agreement focuses on the transfer of intellectual property assets, including patents, copyrights, trademarks, trade secrets, etc. It highlights specific considerations related to the protection and ownership of these intangible assets. 2. Iowa Sample Asset Purchase Agreement for Real Estate: This type of agreement is used when the assets being transferred include real estate properties. It addresses legal and regulatory requirements related to the sale of real estate and may include additional clauses related to warranties, representations, and title transfers. 3. Iowa Sample Asset Purchase Agreement with Non-Compete Clause: In this agreement, the Buyer may require the Seller to agree to a non-compete clause, which restricts the Seller from engaging in similar business activities or competing with the Buyer for a specified period within a defined geographical area. By using the appropriate Iowa Sample Asset Purchase Agreement, both the Seller and Buyer can ensure a smooth and legally binding transaction, protecting their respective interests and rights throughout the process.