New Jersey Subsidiary Assumption Agreement

• Category: Corporations - Public - Assumption
• State: Multi-State
• Control #: US-EG-9213
• Format: Word; Rich Text

Description

Qualified Subsidiary Assumption Agreement between Sprint Corporation, France Telecom and Deutsche Telecom AG regarding acquiring of shares from a Class A holder dated November 23, 1998. 2 pages. A New Jersey Subsidiary Assumption Agreement is a legal document used in business transactions when a company acquires another company's subsidiary in New Jersey. This agreement outlines the terms and conditions under which the buyer assumes the obligations and liabilities of the subsidiary, ensuring a smooth transition of ownership. The New Jersey Subsidiary Assumption Agreement includes various essential elements and frequently includes the following provisions: 1. Parties: The agreement identifies the buyer, the subsidiary, and the seller as the parties involved in the transaction. Each party's legal names and addresses are mentioned to establish their roles and responsibilities. 2. Assumption of Liabilities: This clause specifies that the buyer assumes all the liabilities and obligations of the subsidiary from the effective date of the agreement. Examples of liabilities can include debts, loans, contracts, leases, pending lawsuits, or any other obligations. 3. Purchase Consideration: The agreement discusses the consideration paid by the buyer to the seller, which can be in the form of cash, stock, or a combination of both. The purchase price is negotiated between the parties and stated in the agreement. 4. Representations and Warranties: Both parties provide representations and warranties to ensure the accuracy and completeness of the information shared during the transaction. These may include statements about the authority to enter into the agreement, absence of pending legal disputes, accuracy of financial statements, etc. 5. Indemnification: This clause addresses the obligations of the seller to indemnify and hold harmless the buyer from any losses or claims arising out of pre-existing liabilities of the subsidiary. It establishes the responsibility of the seller if any undisclosed or contingent liability arises after the transaction. 6. Governing Law and Jurisdiction: The agreement specifies that it will be governed by the laws of the State of New Jersey, ensuring that any disputes or legal actions will be resolved in the appropriate jurisdiction within this state. There are no specific types of New Jersey Subsidiary Assumption Agreements as such. However, these agreements can be tailored to suit the specific needs and requirements of the parties involved. Some agreements might have additional clauses to address particular industry-related concerns or unique transaction circumstances. In summary, a New Jersey Subsidiary Assumption Agreement is a crucial legal document that regulates the acquisition of a subsidiary in New Jersey, outlining the buyer's assumption of liabilities and other terms of the transaction. It ensures a transparent transfer of ownership and protects the interests of both parties involved in the deal.

A New Jersey Subsidiary Assumption Agreement is a legal document used in business transactions when a company acquires another company's subsidiary in New Jersey. This agreement outlines the terms and conditions under which the buyer assumes the obligations and liabilities of the subsidiary, ensuring a smooth transition of ownership. The New Jersey Subsidiary Assumption Agreement includes various essential elements and frequently includes the following provisions: 1. Parties: The agreement identifies the buyer, the subsidiary, and the seller as the parties involved in the transaction. Each party's legal names and addresses are mentioned to establish their roles and responsibilities. 2. Assumption of Liabilities: This clause specifies that the buyer assumes all the liabilities and obligations of the subsidiary from the effective date of the agreement. Examples of liabilities can include debts, loans, contracts, leases, pending lawsuits, or any other obligations. 3. Purchase Consideration: The agreement discusses the consideration paid by the buyer to the seller, which can be in the form of cash, stock, or a combination of both. The purchase price is negotiated between the parties and stated in the agreement. 4. Representations and Warranties: Both parties provide representations and warranties to ensure the accuracy and completeness of the information shared during the transaction. These may include statements about the authority to enter into the agreement, absence of pending legal disputes, accuracy of financial statements, etc. 5. Indemnification: This clause addresses the obligations of the seller to indemnify and hold harmless the buyer from any losses or claims arising out of pre-existing liabilities of the subsidiary. It establishes the responsibility of the seller if any undisclosed or contingent liability arises after the transaction. 6. Governing Law and Jurisdiction: The agreement specifies that it will be governed by the laws of the State of New Jersey, ensuring that any disputes or legal actions will be resolved in the appropriate jurisdiction within this state. There are no specific types of New Jersey Subsidiary Assumption Agreements as such. However, these agreements can be tailored to suit the specific needs and requirements of the parties involved. Some agreements might have additional clauses to address particular industry-related concerns or unique transaction circumstances. In summary, a New Jersey Subsidiary Assumption Agreement is a crucial legal document that regulates the acquisition of a subsidiary in New Jersey, outlining the buyer's assumption of liabilities and other terms of the transaction. It ensures a transparent transfer of ownership and protects the interests of both parties involved in the deal.