Nebraska 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 Nebraska Sample Asset Purchase Agreement: A Comprehensive Overview of the Radius Corporation and International Business Machines Corporation Transaction Introduction: The Nebraska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation (IBM) showcases a crucial business transaction in which Radius transfers its valuable assets to IBM. This agreement sets the terms and conditions, safeguarding the interests of both parties involved. Let's delve into the details of this significant agreement and understand its key elements. Key Parties: 1. Radius Corporation: Radius Corporation, a renowned technology solutions provider, is a party to this asset purchase agreement. Radius possesses extensive expertise in developing innovative software and hardware solutions, making it a highly coveted entity in the technology industry. 2. International Business Machines Corporation (IBM): IBM, a global technology leader, is the acquiring party in this asset purchase agreement. Renowned for its cutting-edge research and development, IBM constantly innovates to meet the ever-evolving needs of its customers across various industries. Overview of the Agreement: 1. Asset Transfer: The agreement outlines the transfer of specific assets from Radius to IBM. Such assets may include intellectual property rights, patents, proprietary software, hardware technologies, existing customer contracts, and any other assets that are defined in an appendix attached to the agreement. 2. Consideration: In exchange for the assets being transferred, IBM agrees to pay Radius a predetermined consideration. The consideration clause specifies the mode of payment, such as cash or stock, and the payment schedule. Additionally, any provisions regarding adjustments to the consideration amount are also covered. 3. Representations and Warranties: Both parties make various representations and warranties to each other to ensure the validity and accuracy of the transaction. Radius represents that it legally owns the assets being transferred, free from any encumbrances, and that no third-party claims impede this transaction. Similarly, IBM represents its legal capacity and authority to enter into this agreement. 4. Closing and Conditions Precedent: This section outlines the conditions that must be met before the closing of the transaction. These may include regulatory approvals, consent from relevant stakeholders, and necessary contractual obligations. Both parties must diligently work towards fulfilling these conditions. 5. Indemnification: The agreement includes indemnification clauses, which define the extent to which one party will compensate the other for any losses, damages, or liabilities arising from any breach of the representations and warranties stated in the agreement. These clauses provide assurance and mitigate risk for both Radius and IBM. Different Types of Nebraska Sample Asset Purchase Agreements: While there may not be different "types" of Nebraska Sample Asset Purchase Agreements specifically between Radius Corporation and IBM, this agreement can be customized to accommodate unique circumstances and additional clauses tailored to their specific transaction. For instance, parties may choose to include provisions related to employee transitions, non-compete agreements, or technology warranties. Conclusion: The Nebraska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation exemplifies a pivotal business transaction. It allows Radius to successfully transfer its valuable assets to IBM, ensuring a smooth transition while protecting the interests of both parties. This detailed description provides an overview of the agreement's key components and highlights its significance within the technology industry.

Nebraska Sample Asset Purchase Agreement: A Comprehensive Overview of the Radius Corporation and International Business Machines Corporation Transaction Introduction: The Nebraska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation (IBM) showcases a crucial business transaction in which Radius transfers its valuable assets to IBM. This agreement sets the terms and conditions, safeguarding the interests of both parties involved. Let's delve into the details of this significant agreement and understand its key elements. Key Parties: 1. Radius Corporation: Radius Corporation, a renowned technology solutions provider, is a party to this asset purchase agreement. Radius possesses extensive expertise in developing innovative software and hardware solutions, making it a highly coveted entity in the technology industry. 2. International Business Machines Corporation (IBM): IBM, a global technology leader, is the acquiring party in this asset purchase agreement. Renowned for its cutting-edge research and development, IBM constantly innovates to meet the ever-evolving needs of its customers across various industries. Overview of the Agreement: 1. Asset Transfer: The agreement outlines the transfer of specific assets from Radius to IBM. Such assets may include intellectual property rights, patents, proprietary software, hardware technologies, existing customer contracts, and any other assets that are defined in an appendix attached to the agreement. 2. Consideration: In exchange for the assets being transferred, IBM agrees to pay Radius a predetermined consideration. The consideration clause specifies the mode of payment, such as cash or stock, and the payment schedule. Additionally, any provisions regarding adjustments to the consideration amount are also covered. 3. Representations and Warranties: Both parties make various representations and warranties to each other to ensure the validity and accuracy of the transaction. Radius represents that it legally owns the assets being transferred, free from any encumbrances, and that no third-party claims impede this transaction. Similarly, IBM represents its legal capacity and authority to enter into this agreement. 4. Closing and Conditions Precedent: This section outlines the conditions that must be met before the closing of the transaction. These may include regulatory approvals, consent from relevant stakeholders, and necessary contractual obligations. Both parties must diligently work towards fulfilling these conditions. 5. Indemnification: The agreement includes indemnification clauses, which define the extent to which one party will compensate the other for any losses, damages, or liabilities arising from any breach of the representations and warranties stated in the agreement. These clauses provide assurance and mitigate risk for both Radius and IBM. Different Types of Nebraska Sample Asset Purchase Agreements: While there may not be different "types" of Nebraska Sample Asset Purchase Agreements specifically between Radius Corporation and IBM, this agreement can be customized to accommodate unique circumstances and additional clauses tailored to their specific transaction. For instance, parties may choose to include provisions related to employee transitions, non-compete agreements, or technology warranties. Conclusion: The Nebraska Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation exemplifies a pivotal business transaction. It allows Radius to successfully transfer its valuable assets to IBM, ensuring a smooth transition while protecting the interests of both parties. This detailed description provides an overview of the agreement's key components and highlights its significance within the technology industry.