Maryland Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Maryland Sample Asset Purchase Agreement is a legally binding agreement between Radius Corporation, hereinafter referred to as the "Seller" and International Business Machines Corporation, hereinafter referred to as the "Buyer." This agreement outlines the terms and conditions under which the Buyer will acquire certain assets from the Seller. The assets being purchased under this agreement include tangible and intangible properties, rights, and assets owned by the Seller, including but not limited to intellectual property, equipment, licenses, customer databases, and contracts. The Buyer agrees to purchase these assets for the agreed-upon purchase price and in accordance with the terms and conditions set forth herein. This Sample Asset Purchase Agreement contains various sections and provisions to ensure a comprehensive and mutual understanding between the Seller and the Buyer. Some essential sections and key elements covered include: 1. Purchase Price: Specifies the total consideration to be paid by the Buyer to the Seller for the purchased assets. This includes the agreed-upon upfront payment, potential future payments, and any other financial arrangements. 2. Asset Transfer: Outlines the specifics of the assets being transferred, including a detailed list of all assets, their condition, location, and any associated liabilities. 3. Representations and Warranties: Provides a set of assurances made by the Seller to the Buyer regarding the assets' legality, authenticity, ownership, condition, and compliance with relevant laws and regulations. 4. Closing Conditions: Defines the conditions precedent required for the completion of the asset purchase, including necessary regulatory approvals, third-party consents, and other formalities. 5. Indemnification: Establishes the obligations of both parties regarding indemnification for any losses, damages, claims, or liabilities arising out of the sale and purchase of assets. 6. Confidentiality: Sets forth the obligations of both parties to keep confidential information exchanged during the negotiation and execution of this agreement. 7. Governing Law and Jurisdiction: Determines that this agreement will be governed by and construed in accordance with the laws of the state of Maryland and designates the courts of Maryland as the exclusive jurisdiction for any dispute resolution. It is important to note that this "Sample Asset Purchase Agreement" is a general template, and variations or additional provisions may exist depending on the specific circumstances or industry requirements. Parties are advised to consult legal professionals to tailor the agreement to their specific needs. Note: While thorough research has been conducted to provide accurate and up-to-date information, it is recommended to verify the existence and details of any specific "Maryland Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation" with official sources or legal counsel.
Maryland Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample
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