North Carolina Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9367
• Format: Word; Rich Text

Description

Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company dated November 17, 1999. 39 pages. North Carolina Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of the company — Sample is a legally binding document that outlines the terms and conditions of the asset acquisition transaction. This agreement is crucial for facilitating the smooth transfer of assets and ensuring the protection of both parties involved. Keywords: North Carolina, Sample Asset Purchase Agreement, Orthogonal Pharmaceutical, Inc., Cygnus, Inc., sale and purchase of assets, company. 1. Terms and Conditions: This section of the agreement lays out the overall terms and conditions governing the asset purchase, including the purchase price, payment terms, and any contingencies that may affect the transaction. 2. Assets Included: This clause specifies the assets being transferred from the seller (Orthogonal Pharmaceutical, Inc.) to the buyer (Cygnus, Inc.). It details various types of assets, such as intellectual property, equipment, inventory, contracts, licenses, and real estate, among others. 3. Excluded Assets: This section identifies any assets explicitly excluded from the sale. These exclusions may include certain contracts, accounts receivable, liabilities, or any other assets that the seller wishes to retain or transfer separately. 4. Purchase Price Allocation: Here, the agreement outlines how the purchase price will be allocated among the different assets included in the transaction. This is important for tax and accounting purposes and often requires the cooperation of both parties' financial departments. 5. Representations and Warranties: This portion guarantees that both parties have provided accurate and complete information regarding the assets being sold. It ensures that the assets are being transferred in their current condition, without any undisclosed liabilities or defects. 6. Closing and Post-Closing Obligations: This segment outlines the timeline and procedures for the closing of the transaction. It may include requirements for obtaining regulatory approvals, transferring licenses, and settling any remaining obligations after the transaction is completed. 7. Confidentiality and Non-Disclosure: This clause safeguards the confidentiality of any proprietary or sensitive information exchanged during the negotiation and execution of the agreement. It prevents either party from disclosing or using such information for detrimental purposes. 8. Indemnification: The indemnification section specifies the responsibilities of each party in terms of liabilities, claims, or losses arising from the purchase or ownership of the assets. It establishes the mechanisms for resolving disputes and seeking appropriate compensation. Other types of North Carolina Sample Asset Purchase Agreements related to the sale and purchase of assets may include variations tailored to specific industries, such as technology companies, manufacturing entities, or service providers. Additionally, there might be different versions of the agreement based on the size or complexity of the transaction, such as a simplified agreement for small businesses or a more comprehensive agreement for larger corporations.

North Carolina Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of the company — Sample is a legally binding document that outlines the terms and conditions of the asset acquisition transaction. This agreement is crucial for facilitating the smooth transfer of assets and ensuring the protection of both parties involved. Keywords: North Carolina, Sample Asset Purchase Agreement, Orthogonal Pharmaceutical, Inc., Cygnus, Inc., sale and purchase of assets, company. 1. Terms and Conditions: This section of the agreement lays out the overall terms and conditions governing the asset purchase, including the purchase price, payment terms, and any contingencies that may affect the transaction. 2. Assets Included: This clause specifies the assets being transferred from the seller (Orthogonal Pharmaceutical, Inc.) to the buyer (Cygnus, Inc.). It details various types of assets, such as intellectual property, equipment, inventory, contracts, licenses, and real estate, among others. 3. Excluded Assets: This section identifies any assets explicitly excluded from the sale. These exclusions may include certain contracts, accounts receivable, liabilities, or any other assets that the seller wishes to retain or transfer separately. 4. Purchase Price Allocation: Here, the agreement outlines how the purchase price will be allocated among the different assets included in the transaction. This is important for tax and accounting purposes and often requires the cooperation of both parties' financial departments. 5. Representations and Warranties: This portion guarantees that both parties have provided accurate and complete information regarding the assets being sold. It ensures that the assets are being transferred in their current condition, without any undisclosed liabilities or defects. 6. Closing and Post-Closing Obligations: This segment outlines the timeline and procedures for the closing of the transaction. It may include requirements for obtaining regulatory approvals, transferring licenses, and settling any remaining obligations after the transaction is completed. 7. Confidentiality and Non-Disclosure: This clause safeguards the confidentiality of any proprietary or sensitive information exchanged during the negotiation and execution of the agreement. It prevents either party from disclosing or using such information for detrimental purposes. 8. Indemnification: The indemnification section specifies the responsibilities of each party in terms of liabilities, claims, or losses arising from the purchase or ownership of the assets. It establishes the mechanisms for resolving disputes and seeking appropriate compensation. Other types of North Carolina Sample Asset Purchase Agreements related to the sale and purchase of assets may include variations tailored to specific industries, such as technology companies, manufacturing entities, or service providers. Additionally, there might be different versions of the agreement based on the size or complexity of the transaction, such as a simplified agreement for small businesses or a more comprehensive agreement for larger corporations.