Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation dated December 29, 1999. 4 pages.
Illinois Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Sample Introduction: The Illinois sample asset purchase agreement is a legal document that outlines the terms and conditions for the acquisition of certain assets of Centennial Technologies, Inc. by Intel Corporation. This agreement is specific to the state of Illinois and serves as a binding contract between the two parties involved. Key Clauses: 1. Definitions: This section provides clarity on the key terms used throughout the agreement, ensuring a mutual understanding between Centennial Technologies, Inc. and Intel Corporation. 2. Purchase and Sale of Assets: This clause outlines the specific assets being sold by Centennial Technologies, Inc., including tangible and intangible assets. It also states the purchase price and how it will be allocated among the different assets. 3. Assumption of Liabilities: Here, Intel Corporation assumes certain liabilities of Centennial Technologies, Inc. as agreed upon, such as outstanding debts, contracts, and legal obligations. 4. Conditions of Closing: This section sets forth the conditions that must be met before the closing of the asset purchase agreement, including regulatory approvals, consents, and compliance with applicable laws. 5. Representations and Warranties: Both parties make certain representations and warranties regarding their authority to enter into this agreement, the accuracy of provided information, absence of undisclosed liabilities, and compliance with laws. 6. Indemnification: Centennial Technologies, Inc. agrees to indemnify Intel Corporation for any losses resulting from breaches of warranties, misrepresentations, or noncompliance with applicable laws by Centennial Technologies, Inc. 7. Governing Law and Jurisdiction: This clause specifies that the agreement is governed by the laws of the state of Illinois and any disputes arising from it will be resolved through litigation or arbitration within the state. Types of Illinois Sample Asset Purchase Agreement: 1. Illinois Sample Asset Purchase Agreement — Technology Assets: This type of asset purchase agreement is specifically tailored to the acquisition of technology assets of Centennial Technologies, Inc. by Intel Corporation. It addresses the transfer of intellectual property rights, software licenses, and patents, among other relevant assets. 2. Illinois Sample Asset Purchase Agreement — Real Estate Assets: This variation of the asset purchase agreement covers the acquisition of real estate assets owned by Centennial Technologies, Inc. It includes provisions for title transfer, zoning compliance, and any encumbrances or easements associated with the properties. 3. Illinois Sample Asset Purchase Agreement — Manufacturing Assets: In cases where the primary focus is on the purchase of manufacturing assets, this type of agreement is used. It encompasses the transfer of machinery, equipment, inventory, and any relevant licenses or permits for the manufacturing processes. Conclusion: The Illinois Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation serves as a comprehensive legal document, providing a framework for the acquisition of assets. It ensures both parties' interests are protected throughout the transaction by clearly outlining rights, responsibilities, representations, and warranties. Different types of asset purchase agreements may exist depending on the specific nature of the assets being acquired.
Illinois Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Sample Introduction: The Illinois sample asset purchase agreement is a legal document that outlines the terms and conditions for the acquisition of certain assets of Centennial Technologies, Inc. by Intel Corporation. This agreement is specific to the state of Illinois and serves as a binding contract between the two parties involved. Key Clauses: 1. Definitions: This section provides clarity on the key terms used throughout the agreement, ensuring a mutual understanding between Centennial Technologies, Inc. and Intel Corporation. 2. Purchase and Sale of Assets: This clause outlines the specific assets being sold by Centennial Technologies, Inc., including tangible and intangible assets. It also states the purchase price and how it will be allocated among the different assets. 3. Assumption of Liabilities: Here, Intel Corporation assumes certain liabilities of Centennial Technologies, Inc. as agreed upon, such as outstanding debts, contracts, and legal obligations. 4. Conditions of Closing: This section sets forth the conditions that must be met before the closing of the asset purchase agreement, including regulatory approvals, consents, and compliance with applicable laws. 5. Representations and Warranties: Both parties make certain representations and warranties regarding their authority to enter into this agreement, the accuracy of provided information, absence of undisclosed liabilities, and compliance with laws. 6. Indemnification: Centennial Technologies, Inc. agrees to indemnify Intel Corporation for any losses resulting from breaches of warranties, misrepresentations, or noncompliance with applicable laws by Centennial Technologies, Inc. 7. Governing Law and Jurisdiction: This clause specifies that the agreement is governed by the laws of the state of Illinois and any disputes arising from it will be resolved through litigation or arbitration within the state. Types of Illinois Sample Asset Purchase Agreement: 1. Illinois Sample Asset Purchase Agreement — Technology Assets: This type of asset purchase agreement is specifically tailored to the acquisition of technology assets of Centennial Technologies, Inc. by Intel Corporation. It addresses the transfer of intellectual property rights, software licenses, and patents, among other relevant assets. 2. Illinois Sample Asset Purchase Agreement — Real Estate Assets: This variation of the asset purchase agreement covers the acquisition of real estate assets owned by Centennial Technologies, Inc. It includes provisions for title transfer, zoning compliance, and any encumbrances or easements associated with the properties. 3. Illinois Sample Asset Purchase Agreement — Manufacturing Assets: In cases where the primary focus is on the purchase of manufacturing assets, this type of agreement is used. It encompasses the transfer of machinery, equipment, inventory, and any relevant licenses or permits for the manufacturing processes. Conclusion: The Illinois Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation serves as a comprehensive legal document, providing a framework for the acquisition of assets. It ensures both parties' interests are protected throughout the transaction by clearly outlining rights, responsibilities, representations, and warranties. Different types of asset purchase agreements may exist depending on the specific nature of the assets being acquired.