Indiana Sample Asset Purchase Agreement between third tier subsidiary of corporation (Seller) and second tier subsidiary of unrelated corporation (Buyer)

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-CC-12-1868
• Format: Word; Rich Text

Description

12-1868 12-1868 . . . Asset Purchase Agreement between third tier subsidiary of corporation (Seller) and second tier subsidiary of unrelated corporation (Buyer) in which Seller sells substantially all its assets to Buyer in exchange for cash and Buyer's assumption of certain liabilities Indiana Sample Asset Purchase Agreement — Third Tier Subsidiary of Corporation (Seller) and Second Tier Subsidiary of Unrelated Corporation (Buyer) 1. Introduction The Indiana Sample Asset Purchase Agreement outlined below serves as a template between a third-tier subsidiary of a corporation (Seller) and a second-tier subsidiary of an unrelated corporation (Buyer). This agreement is specifically tailored to comply with Indiana state laws and regulations. 2. Parties Involved — Seller: The third-tier subsidiary of the corporation that holds the assets to be sold. — Buyer: The second-tier subsidiary of an unrelated corporation interested in purchasing the specified assets. 3. Asset Descriptions The agreement should include a comprehensive description of the assets to be purchased. This may consist of tangible assets like equipment, inventory, real estate, or intangible assets such as intellectual property rights, trademarks, copyrights, and customer lists. 4. Purchase Price and Payment Terms Specify the purchase price agreed upon by both parties and the payment terms. This should include details regarding the payment method, installments if applicable, and any deadlines. Additionally, include provisions for adjustments to the purchase price based on potential contingencies (e.g., working capital adjustments, earn-outs, or indemnification provisions). 5. Representations and Warranties — Seller's Representations: The seller must make various representations regarding the ownership, condition, and legality of the assets being sold. This includes confirmation of clear title, absence of liens, and accurate disclosures of any potential legal disputes or environmental issues associated with the assets. — Buyer's Representations: The buyer also provides representations related to its authority, ability, and capacity to fulfill the obligations stated in the agreement. 6. Indemnification Outline the indemnification provisions to protect both parties from potential losses or damages resulting from legal claims, breaches, or misrepresentations made by the other party before or after the asset purchase agreement is executed. 7. Confidentiality and Non-Compete Clause Include provisions on maintaining confidentiality of proprietary information of the seller, as well as non-compete clauses to restrict the buyer from engaging in competing activities for a specific duration after the transaction. 8. Closing Conditions and Deliverables Specify the conditions that must be fulfilled before the closing of the agreement, such as obtaining necessary approvals, consents, or waivers. Also, outline the key deliverables required from both parties to complete the transaction successfully. 9. Governing Law and Jurisdiction Mention that the agreement will be governed by Indiana state laws and specify the jurisdiction for any legal disputes that may arise. 10. Types of Indiana Sample Asset Purchase Agreements — Stock Purchase Agreement: This agreement involves the sale and purchase of shares representing ownership in a corporation rather than individual assets. — Intellectual Property Purchase Agreement: This agreement focuses on the transfer of intellectual property assets like patents, trademarks, or copyrights. — Real Estate Asset Purchase Agreement: Specifically deals with the acquisition of real estate properties. Note: It is crucial to consult legal professionals to adapt the sample agreement to address specific circumstances and legal requirements applicable to each situation.

Indiana Sample Asset Purchase Agreement — Third Tier Subsidiary of Corporation (Seller) and Second Tier Subsidiary of Unrelated Corporation (Buyer) 1. Introduction The Indiana Sample Asset Purchase Agreement outlined below serves as a template between a third-tier subsidiary of a corporation (Seller) and a second-tier subsidiary of an unrelated corporation (Buyer). This agreement is specifically tailored to comply with Indiana state laws and regulations. 2. Parties Involved — Seller: The third-tier subsidiary of the corporation that holds the assets to be sold. — Buyer: The second-tier subsidiary of an unrelated corporation interested in purchasing the specified assets. 3. Asset Descriptions The agreement should include a comprehensive description of the assets to be purchased. This may consist of tangible assets like equipment, inventory, real estate, or intangible assets such as intellectual property rights, trademarks, copyrights, and customer lists. 4. Purchase Price and Payment Terms Specify the purchase price agreed upon by both parties and the payment terms. This should include details regarding the payment method, installments if applicable, and any deadlines. Additionally, include provisions for adjustments to the purchase price based on potential contingencies (e.g., working capital adjustments, earn-outs, or indemnification provisions). 5. Representations and Warranties — Seller's Representations: The seller must make various representations regarding the ownership, condition, and legality of the assets being sold. This includes confirmation of clear title, absence of liens, and accurate disclosures of any potential legal disputes or environmental issues associated with the assets. — Buyer's Representations: The buyer also provides representations related to its authority, ability, and capacity to fulfill the obligations stated in the agreement. 6. Indemnification Outline the indemnification provisions to protect both parties from potential losses or damages resulting from legal claims, breaches, or misrepresentations made by the other party before or after the asset purchase agreement is executed. 7. Confidentiality and Non-Compete Clause Include provisions on maintaining confidentiality of proprietary information of the seller, as well as non-compete clauses to restrict the buyer from engaging in competing activities for a specific duration after the transaction. 8. Closing Conditions and Deliverables Specify the conditions that must be fulfilled before the closing of the agreement, such as obtaining necessary approvals, consents, or waivers. Also, outline the key deliverables required from both parties to complete the transaction successfully. 9. Governing Law and Jurisdiction Mention that the agreement will be governed by Indiana state laws and specify the jurisdiction for any legal disputes that may arise. 10. Types of Indiana Sample Asset Purchase Agreements — Stock Purchase Agreement: This agreement involves the sale and purchase of shares representing ownership in a corporation rather than individual assets. — Intellectual Property Purchase Agreement: This agreement focuses on the transfer of intellectual property assets like patents, trademarks, or copyrights. — Real Estate Asset Purchase Agreement: Specifically deals with the acquisition of real estate properties. Note: It is crucial to consult legal professionals to adapt the sample agreement to address specific circumstances and legal requirements applicable to each situation.