Missouri Sample Asset Purchase Agreement between Warner Power, LLC, Warner Power Conversion, LLC, WPI Power Systems, Inc., WPI Electronics, Inc. and WPI Group, Inc.

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9037
• Format: Word; Rich Text

Description

Asset Purchase Agr. btwn Warner Power, LLC, Warner Power Conversion, LLC, WPI Power Systems, Inc., WPI Electronics, Inc. and WPI Group, Inc. dated Dec. 22, 1999. 42 pages Missouri Sample Asset Purchase Agreement between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc. and WEI Group, Inc. This Sample Asset Purchase Agreement is a legally binding document that outlines the terms and conditions of the purchase and sale of assets between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., and WEI Group, Inc. This agreement governs the transfer of assets, liabilities, and other related matters in the state of Missouri. Keywords: Missouri, Sample Asset Purchase Agreement, Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., WEI Group, Inc. 1. Introduction: The introduction section provides an overview of the agreement, including the names and roles of the parties involved, the purpose of the transaction, and the agreed effective date of the agreement. 2. Definitions: This section defines key terms used throughout the agreement to ensure clarity and consistency in understanding. It covers terms specific to the assets being transferred, liabilities assumed, and other relevant legal definitions. 3. Assets to be Transferred: This section details the specific assets that Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., and WEI Electronics, Inc. (the "Sellers") agree to sell and transfer to WEI Group, Inc. ("Buyer"). It may comprise tangible assets like equipment, inventory, tools, intellectual property, contracts, customer lists, or intangible assets like patents, trademarks, and copyrights. 4. Purchase Price and Payment: This section outlines the purchase price of the assets and the agreed payment terms, such as the total consideration, payment schedule, and any adjustments to the purchase price based on certain conditions or contingencies. 5. Closing Conditions: This section enumerates the conditions or events that must occur or be satisfied before the closing of the asset purchase. It may include obtaining necessary regulatory approvals, consents, or waivers, or the absence of any material adverse change in the assets being transferred. 6. Representations and Warranties: Both the Sellers and the Buyer provide representations and warranties to each other regarding their authority, ownership of assets, absence of litigation, compliance with laws, and various other matters. This section allows the parties to specify any disclosures or exceptions. 7. Indemnification: Parties agree on the indemnification obligations to protect one another against any losses, claims, damages, or liabilities arising out of the transaction. This section specifies the scope and limitations of indemnification and the process for making claims. 8. Governing Law and Dispute Resolution: This section establishes that the agreement will be governed by the laws of the state of Missouri and any disputes will be resolved through arbitration or litigation in the state of Missouri. 9. Confidentiality and Non-Compete: Parties may include provisions regarding the confidentiality of information exchanged during the transaction and non-compete agreements to prevent competition or solicitation of customers after the acquisition. 10. Termination: This section outlines the circumstances under which the agreement may be terminated, the consequences of termination, and any obligations that survive termination. 11. Entire Agreement: Parties agree that the Sample Asset Purchase Agreement, along with any exhibits or schedules, constitutes the entire agreement between them, superseding any previous discussions, negotiations, or representations. Different types of Missouri Sample Asset Purchase Agreements between the mentioned parties could include variations based on the specific assets being transferred, payment methods, representations and warranties, indemnification provisions, or any other negotiated terms relevant to the transaction.

Missouri Sample Asset Purchase Agreement between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc. and WEI Group, Inc. This Sample Asset Purchase Agreement is a legally binding document that outlines the terms and conditions of the purchase and sale of assets between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., and WEI Group, Inc. This agreement governs the transfer of assets, liabilities, and other related matters in the state of Missouri. Keywords: Missouri, Sample Asset Purchase Agreement, Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., WEI Group, Inc. 1. Introduction: The introduction section provides an overview of the agreement, including the names and roles of the parties involved, the purpose of the transaction, and the agreed effective date of the agreement. 2. Definitions: This section defines key terms used throughout the agreement to ensure clarity and consistency in understanding. It covers terms specific to the assets being transferred, liabilities assumed, and other relevant legal definitions. 3. Assets to be Transferred: This section details the specific assets that Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., and WEI Electronics, Inc. (the "Sellers") agree to sell and transfer to WEI Group, Inc. ("Buyer"). It may comprise tangible assets like equipment, inventory, tools, intellectual property, contracts, customer lists, or intangible assets like patents, trademarks, and copyrights. 4. Purchase Price and Payment: This section outlines the purchase price of the assets and the agreed payment terms, such as the total consideration, payment schedule, and any adjustments to the purchase price based on certain conditions or contingencies. 5. Closing Conditions: This section enumerates the conditions or events that must occur or be satisfied before the closing of the asset purchase. It may include obtaining necessary regulatory approvals, consents, or waivers, or the absence of any material adverse change in the assets being transferred. 6. Representations and Warranties: Both the Sellers and the Buyer provide representations and warranties to each other regarding their authority, ownership of assets, absence of litigation, compliance with laws, and various other matters. This section allows the parties to specify any disclosures or exceptions. 7. Indemnification: Parties agree on the indemnification obligations to protect one another against any losses, claims, damages, or liabilities arising out of the transaction. This section specifies the scope and limitations of indemnification and the process for making claims. 8. Governing Law and Dispute Resolution: This section establishes that the agreement will be governed by the laws of the state of Missouri and any disputes will be resolved through arbitration or litigation in the state of Missouri. 9. Confidentiality and Non-Compete: Parties may include provisions regarding the confidentiality of information exchanged during the transaction and non-compete agreements to prevent competition or solicitation of customers after the acquisition. 10. Termination: This section outlines the circumstances under which the agreement may be terminated, the consequences of termination, and any obligations that survive termination. 11. Entire Agreement: Parties agree that the Sample Asset Purchase Agreement, along with any exhibits or schedules, constitutes the entire agreement between them, superseding any previous discussions, negotiations, or representations. Different types of Missouri Sample Asset Purchase Agreements between the mentioned parties could include variations based on the specific assets being transferred, payment methods, representations and warranties, indemnification provisions, or any other negotiated terms relevant to the transaction.