Nebraska 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. Nebraska Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of the company — Sample: 1. Introduction: This Nebraska Sample Asset Purchase Agreement outlines the terms and conditions of the sale and purchase of certain assets of the company, Orthogonal Pharmaceutical, Inc., by Cygnus, Inc. It serves as a legally binding document governing the transaction and protects the interests of both parties involved. 2. Parties Involved: The agreement involves two parties: Orthogonal Pharmaceutical, Inc. (the "Seller") and Cygnus, Inc. (the "Purchaser"). Both parties must agree to the terms stated in the agreement. 3. Asset Description: The agreement includes a detailed description of the assets being sold from Orthogonal Pharmaceutical, Inc. to Cygnus, Inc. The assets could include tangible assets, such as machinery, equipment, inventory, and real estate, as well as intangible assets like intellectual property, patents, trademarks, and customer lists. 4. Purchase Price and Payment Terms: The agreement specifies the purchase price for the assets and outlines the payment terms, such as the payment method, timelines, and any applicable milestones or installments. 5. Representations and Warranties: Both parties provide representations and warranties regarding their authority to enter into the agreement, ownership of assets, absence of liens or encumbrances, and compliance with laws. These clauses are vital for ensuring that the assets being sold are legally owned and can be transferred without any legal issues. 6. Closing and Effective Date: The agreement defines the closing date, the point at which the assets are transferred from the Seller to the Purchaser. It also specifies the effective date of the agreement, from which all rights and obligations become enforceable. 7. Allocation of Purchase Price: This section discusses the allocation of the purchase price among various asset classes, aiming to determine the tax implications for both parties. 8. Indemnification: The agreement includes provisions for indemnification, outlining the responsibilities of both parties to compensate each other for damages, losses, or liabilities arising from pre-closing or post-closing activities related to the assets. 9. Governing Law and Dispute Resolution: The agreement identifies the governing law of Nebraska and stipulates the resolution process for any disputes that may arise between the parties, typically through arbitration or mediation. 10. Confidentiality and Non-Compete: To protect the Seller's interests, this section may include clauses regarding confidentiality, non-disclosure of proprietary information, and non-competition agreements to prevent the Purchaser from using the acquired assets to compete against the Seller. Different types of Nebraska Sample Asset Purchase Agreements: 1. Nebraska Sample Asset Purchase Agreement — Tangible Assets: Specific to the sale and purchase of tangible assets like equipment, machinery, and real estate. 2. Nebraska Sample Asset Purchase Agreement — Intangible Assets: Tailored for the transfer of intangible assets such as intellectual property rights, patents, and trademarks. 3. Nebraska Sample Asset Purchase Agreement — Full Acquisition: Covers both tangible and intangible assets, providing a comprehensive agreement for the acquisition of a company in its entirety. Keywords: Nebraska, Sample Asset Purchase Agreement, Orthogonal Pharmaceutical, Inc., Cygnus, Inc., sale, purchase, assets, company, transaction, legally binding, parties, acquisition, tangible assets, intangible assets, purchase price, payment terms, representations, warranties, closing date, effective date, allocation, indemnification, governing law, dispute resolution, confidentiality, non-compete.

Nebraska Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of the company — Sample: 1. Introduction: This Nebraska Sample Asset Purchase Agreement outlines the terms and conditions of the sale and purchase of certain assets of the company, Orthogonal Pharmaceutical, Inc., by Cygnus, Inc. It serves as a legally binding document governing the transaction and protects the interests of both parties involved. 2. Parties Involved: The agreement involves two parties: Orthogonal Pharmaceutical, Inc. (the "Seller") and Cygnus, Inc. (the "Purchaser"). Both parties must agree to the terms stated in the agreement. 3. Asset Description: The agreement includes a detailed description of the assets being sold from Orthogonal Pharmaceutical, Inc. to Cygnus, Inc. The assets could include tangible assets, such as machinery, equipment, inventory, and real estate, as well as intangible assets like intellectual property, patents, trademarks, and customer lists. 4. Purchase Price and Payment Terms: The agreement specifies the purchase price for the assets and outlines the payment terms, such as the payment method, timelines, and any applicable milestones or installments. 5. Representations and Warranties: Both parties provide representations and warranties regarding their authority to enter into the agreement, ownership of assets, absence of liens or encumbrances, and compliance with laws. These clauses are vital for ensuring that the assets being sold are legally owned and can be transferred without any legal issues. 6. Closing and Effective Date: The agreement defines the closing date, the point at which the assets are transferred from the Seller to the Purchaser. It also specifies the effective date of the agreement, from which all rights and obligations become enforceable. 7. Allocation of Purchase Price: This section discusses the allocation of the purchase price among various asset classes, aiming to determine the tax implications for both parties. 8. Indemnification: The agreement includes provisions for indemnification, outlining the responsibilities of both parties to compensate each other for damages, losses, or liabilities arising from pre-closing or post-closing activities related to the assets. 9. Governing Law and Dispute Resolution: The agreement identifies the governing law of Nebraska and stipulates the resolution process for any disputes that may arise between the parties, typically through arbitration or mediation. 10. Confidentiality and Non-Compete: To protect the Seller's interests, this section may include clauses regarding confidentiality, non-disclosure of proprietary information, and non-competition agreements to prevent the Purchaser from using the acquired assets to compete against the Seller. Different types of Nebraska Sample Asset Purchase Agreements: 1. Nebraska Sample Asset Purchase Agreement — Tangible Assets: Specific to the sale and purchase of tangible assets like equipment, machinery, and real estate. 2. Nebraska Sample Asset Purchase Agreement — Intangible Assets: Tailored for the transfer of intangible assets such as intellectual property rights, patents, and trademarks. 3. Nebraska Sample Asset Purchase Agreement — Full Acquisition: Covers both tangible and intangible assets, providing a comprehensive agreement for the acquisition of a company in its entirety. Keywords: Nebraska, Sample Asset Purchase Agreement, Orthogonal Pharmaceutical, Inc., Cygnus, Inc., sale, purchase, assets, company, transaction, legally binding, parties, acquisition, tangible assets, intangible assets, purchase price, payment terms, representations, warranties, closing date, effective date, allocation, indemnification, governing law, dispute resolution, confidentiality, non-compete.