Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9333
• Format: Word; Rich Text

Description

Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation dated December 29, 1999. 4 pages. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Sample Introduction: The Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation sets forth the terms and conditions for the acquisition of certain assets by Intel Corporation from Centennial Technologies, Inc., a company based in Kansas. This agreement outlines the rights, responsibilities, and obligations of both parties involved in the asset purchase transaction. Key Elements of the Agreement: 1. Definitions and Interpretation: This section defines the key terms used throughout the agreement, providing clarity and understanding for both parties. It outlines the rules of interpretation to avoid any ambiguity during the course of the agreement. 2. Purchase of Assets: This section details the assets being acquired by Intel Corporation from Centennial Technologies, Inc. It specifies the nature and extent of the assets, including tangible and intangible assets such as equipment, software, intellectual property, contracts, and customer lists. 3. Purchase Price and Payment Terms: Here, the agreement sets forth the purchase price for the assets and the agreed-upon payment terms. It may include details regarding the method of payment, allocation of the purchase price, and any adjustments or hold backs. 4. Representations and Warranties: Both Centennial Technologies, Inc. and Intel Corporation make various representations and warranties regarding their authority to enter into the agreement, the accuracy of financial statements, the absence of undisclosed liabilities, and the ownership of the assets being acquired. 5. Conditions to Closing: This section outlines the conditions that need to be fulfilled before the transaction can be completed, including obtaining necessary approvals, consents, and waivers from shareholders, regulatory bodies, or third parties. 6. Indemnification: The agreement defines the indemnification rights and obligations of both parties. It specifies the scope and limitations of indemnification, including any caps or thresholds set for liability and the procedures for making claims and disputing them. 7. Confidentiality and Non-Compete: This section establishes the confidential nature of the transaction and imposes restrictions on both parties from disclosing sensitive information to third parties. It may also include non-compete clauses to protect the interests of the acquiring party. 8. Governing Law and Dispute Resolution: The agreement specifies the governing law of Kansas that will be applied in case of disputes. It also outlines the preferred method of dispute resolution, such as mediation or arbitration, to resolve any disagreements between the parties. Types of Kansas Sample Asset Purchase Agreements: 1. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Basic Version: This is a simplified version of the agreement, suitable for straightforward asset purchase transactions where the complexity and value of the assets being acquired are minimal. 2. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Comprehensive Version: This version encompasses a more detailed and comprehensive framework, suitable for complex transactions involving a wide range of assets and significant financial considerations. 3. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — International Version: This version includes additional provisions and clauses to address specific considerations when conducting cross-border asset purchases, accounting for international laws and regulations. Conclusion: The Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation serves as a legally binding document that governs the transaction between the two parties. It ensures a clear understanding of the rights and obligations associated with the purchase of assets, protecting the interests of both Centennial Technologies, Inc. and Intel Corporation.

Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Sample Introduction: The Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation sets forth the terms and conditions for the acquisition of certain assets by Intel Corporation from Centennial Technologies, Inc., a company based in Kansas. This agreement outlines the rights, responsibilities, and obligations of both parties involved in the asset purchase transaction. Key Elements of the Agreement: 1. Definitions and Interpretation: This section defines the key terms used throughout the agreement, providing clarity and understanding for both parties. It outlines the rules of interpretation to avoid any ambiguity during the course of the agreement. 2. Purchase of Assets: This section details the assets being acquired by Intel Corporation from Centennial Technologies, Inc. It specifies the nature and extent of the assets, including tangible and intangible assets such as equipment, software, intellectual property, contracts, and customer lists. 3. Purchase Price and Payment Terms: Here, the agreement sets forth the purchase price for the assets and the agreed-upon payment terms. It may include details regarding the method of payment, allocation of the purchase price, and any adjustments or hold backs. 4. Representations and Warranties: Both Centennial Technologies, Inc. and Intel Corporation make various representations and warranties regarding their authority to enter into the agreement, the accuracy of financial statements, the absence of undisclosed liabilities, and the ownership of the assets being acquired. 5. Conditions to Closing: This section outlines the conditions that need to be fulfilled before the transaction can be completed, including obtaining necessary approvals, consents, and waivers from shareholders, regulatory bodies, or third parties. 6. Indemnification: The agreement defines the indemnification rights and obligations of both parties. It specifies the scope and limitations of indemnification, including any caps or thresholds set for liability and the procedures for making claims and disputing them. 7. Confidentiality and Non-Compete: This section establishes the confidential nature of the transaction and imposes restrictions on both parties from disclosing sensitive information to third parties. It may also include non-compete clauses to protect the interests of the acquiring party. 8. Governing Law and Dispute Resolution: The agreement specifies the governing law of Kansas that will be applied in case of disputes. It also outlines the preferred method of dispute resolution, such as mediation or arbitration, to resolve any disagreements between the parties. Types of Kansas Sample Asset Purchase Agreements: 1. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Basic Version: This is a simplified version of the agreement, suitable for straightforward asset purchase transactions where the complexity and value of the assets being acquired are minimal. 2. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Comprehensive Version: This version encompasses a more detailed and comprehensive framework, suitable for complex transactions involving a wide range of assets and significant financial considerations. 3. Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — International Version: This version includes additional provisions and clauses to address specific considerations when conducting cross-border asset purchases, accounting for international laws and regulations. Conclusion: The Kansas Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation serves as a legally binding document that governs the transaction between the two parties. It ensures a clear understanding of the rights and obligations associated with the purchase of assets, protecting the interests of both Centennial Technologies, Inc. and Intel Corporation.