Massachusetts 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 Title: Massachusetts Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample Introduction: Under the legal jurisdiction of Massachusetts, an Asset Purchase Agreement is a legally binding contract that outlines the terms and conditions of the acquisition or sale of specific assets between Radius Corporation and International Business Machines Corporation (IBM). This article will provide a detailed description of a typical Massachusetts Sample Asset Purchase Agreement between these parties, outlining various types and key provisions. 1. Basic Structure: The Massachusetts Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation typically includes the following sections: a) Preamble b) Definitions c) Purchase and Sale of Assets d) Purchase Price e) Representations and Warranties f) Covenants g) Conditions h) Indemnification i) Termination j) Governing Law and Venue k) Confidentiality l) Entire Agreement m) Amendment and Waiver n) Severability o) Counterparts 2. Key Provisions: a) Assets Included: This section specifies the assets being transferred, such as intellectual property, patents, licenses, equipment, contracts, or other valuable resources. b) Purchase Price and Payment Terms: Details the consideration exchanged between the parties, including fixed amounts, earn-outs, or payment schedules. c) Representations and Warranties: Outlines the statements made by both parties regarding the accuracy of information, ownership, authority, and absence of undisclosed liabilities. d) Covenants: Specifies the obligations and restrictions imposed on both parties during and after the transaction, including non-compete provisions or non-disclosure agreements. e) Conditions Precedent: Lists the conditions that must be satisfied before the closing of the agreement, such as regulatory approvals, consents, or audits. f) Indemnification: Defines the rights and responsibilities of each party in case of breaches, claims, or damages arising from the transaction. g) Governing Law and Venue: Specifies that Massachusetts law governs the agreement and designates a forum for dispute resolution, such as arbitration or litigation. h) Confidentiality: Ensures the protection of confidential information shared during negotiations and subsequent business operations. i) Termination: Describes the events or circumstances allowing either party to terminate the agreement before closing, with or without penalty. j) Amendment and Waiver: Outlines the procedures for modifying or waiving provisions in the agreement, usually requiring written consent from both parties. k) Severability: States that if any provision is deemed invalid or unenforceable, it will not affect the legality or enforceability of other provisions. l) Counterparts: Allows the agreement to be executed in multiple counterparts (copies), each of which is considered an original. Different Types: While there may be variations or customized versions of the Massachusetts Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation, the basic structure and key provisions mentioned above are likely to remain consistent. However, specific terms, addendums, or negotiating points may differ based on the context of the transaction, industry regulations, and individual business requirements.

Title: Massachusetts Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample Introduction: Under the legal jurisdiction of Massachusetts, an Asset Purchase Agreement is a legally binding contract that outlines the terms and conditions of the acquisition or sale of specific assets between Radius Corporation and International Business Machines Corporation (IBM). This article will provide a detailed description of a typical Massachusetts Sample Asset Purchase Agreement between these parties, outlining various types and key provisions. 1. Basic Structure: The Massachusetts Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation typically includes the following sections: a) Preamble b) Definitions c) Purchase and Sale of Assets d) Purchase Price e) Representations and Warranties f) Covenants g) Conditions h) Indemnification i) Termination j) Governing Law and Venue k) Confidentiality l) Entire Agreement m) Amendment and Waiver n) Severability o) Counterparts 2. Key Provisions: a) Assets Included: This section specifies the assets being transferred, such as intellectual property, patents, licenses, equipment, contracts, or other valuable resources. b) Purchase Price and Payment Terms: Details the consideration exchanged between the parties, including fixed amounts, earn-outs, or payment schedules. c) Representations and Warranties: Outlines the statements made by both parties regarding the accuracy of information, ownership, authority, and absence of undisclosed liabilities. d) Covenants: Specifies the obligations and restrictions imposed on both parties during and after the transaction, including non-compete provisions or non-disclosure agreements. e) Conditions Precedent: Lists the conditions that must be satisfied before the closing of the agreement, such as regulatory approvals, consents, or audits. f) Indemnification: Defines the rights and responsibilities of each party in case of breaches, claims, or damages arising from the transaction. g) Governing Law and Venue: Specifies that Massachusetts law governs the agreement and designates a forum for dispute resolution, such as arbitration or litigation. h) Confidentiality: Ensures the protection of confidential information shared during negotiations and subsequent business operations. i) Termination: Describes the events or circumstances allowing either party to terminate the agreement before closing, with or without penalty. j) Amendment and Waiver: Outlines the procedures for modifying or waiving provisions in the agreement, usually requiring written consent from both parties. k) Severability: States that if any provision is deemed invalid or unenforceable, it will not affect the legality or enforceability of other provisions. l) Counterparts: Allows the agreement to be executed in multiple counterparts (copies), each of which is considered an original. Different Types: While there may be variations or customized versions of the Massachusetts Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation, the basic structure and key provisions mentioned above are likely to remain consistent. However, specific terms, addendums, or negotiating points may differ based on the context of the transaction, industry regulations, and individual business requirements.