New Jersey 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. A Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a legally binding contract that outlines the terms and conditions for the sale and purchase of assets of a company. This agreement is specific to the state of New Jersey and governs the transaction between the two parties involved. Key Features of the New Jersey Sample Asset Purchase Agreement: 1. Parties Involved: The agreement clearly identifies the two parties, Orthogonal Pharmaceutical, Inc. (Seller) and Cygnus, Inc. (Buyer), along with their respective addresses and contact details. 2. Purchase Price and Payment Terms: The agreement outlines the total purchase price for the assets being sold and specifies the payment terms, such as the schedule and method of payment. It may include provisions for installment payments or an upfront lump sum. 3. Assets Included: This agreement provides a detailed list of the assets being sold, such as tangible assets (equipment, vehicles, inventory) and intangible assets (intellectual property, patents, trademarks). Specific details of each asset, including serial numbers, descriptions, and inclusive rights, are included. 4. Excluded Assets: In some cases, certain assets may be excluded from the sale. The agreement clearly states which assets are not being transferred and maintains the rights of the Seller over those assets. 5. Representations and Warranties: Both parties provide assurances about the accuracy of the information provided related to their respective entities. Representations and warranties ensure that the parties have the authority to enter into the agreement and that the assets being sold are free from encumbrances (liens, claims, or other liabilities). 6. Closing Conditions and Deliverables: The agreement specifies the conditions that must be fulfilled for the closing of the transaction to take place. It may include requirements like obtaining necessary regulatory approvals, permission for assignment of contracts, and secured consents from third parties. Additionally, it outlines the documents to be exchanged at closing, such as bills of sale, assignment of contracts, and other required legal instruments. 7. Indemnification and Limitation of Liability: The agreement establishes the indemnification provisions, where one party (typically the Seller) agrees to compensate the other party (the Buyer) for any losses caused by misrepresentations, breaches of warranties, or undisclosed liabilities. It may also contain limitations on the liability of each party to mitigate potential risks. 8. Governing Law and Jurisdiction: As this is a Sample Asset Purchase Agreement specific to New Jersey, it includes provisions specifying that the agreement will be governed by and interpreted under the laws of the state. It also determines the courts or arbitration mechanisms that will have jurisdiction over any disputes arising from the agreement. Different types of New Jersey Sample Asset Purchase Agreements can include variations in terms and conditions based on the specific nature of the assets being acquired, the size of the transaction, and the industry involved. Some examples could include agreements for the purchase of technology assets, real estate assets, or intellectual property assets. Each type of agreement may have industry-specific provisions that cater to the unique considerations of that particular sector.

A Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a legally binding contract that outlines the terms and conditions for the sale and purchase of assets of a company. This agreement is specific to the state of New Jersey and governs the transaction between the two parties involved. Key Features of the New Jersey Sample Asset Purchase Agreement: 1. Parties Involved: The agreement clearly identifies the two parties, Orthogonal Pharmaceutical, Inc. (Seller) and Cygnus, Inc. (Buyer), along with their respective addresses and contact details. 2. Purchase Price and Payment Terms: The agreement outlines the total purchase price for the assets being sold and specifies the payment terms, such as the schedule and method of payment. It may include provisions for installment payments or an upfront lump sum. 3. Assets Included: This agreement provides a detailed list of the assets being sold, such as tangible assets (equipment, vehicles, inventory) and intangible assets (intellectual property, patents, trademarks). Specific details of each asset, including serial numbers, descriptions, and inclusive rights, are included. 4. Excluded Assets: In some cases, certain assets may be excluded from the sale. The agreement clearly states which assets are not being transferred and maintains the rights of the Seller over those assets. 5. Representations and Warranties: Both parties provide assurances about the accuracy of the information provided related to their respective entities. Representations and warranties ensure that the parties have the authority to enter into the agreement and that the assets being sold are free from encumbrances (liens, claims, or other liabilities). 6. Closing Conditions and Deliverables: The agreement specifies the conditions that must be fulfilled for the closing of the transaction to take place. It may include requirements like obtaining necessary regulatory approvals, permission for assignment of contracts, and secured consents from third parties. Additionally, it outlines the documents to be exchanged at closing, such as bills of sale, assignment of contracts, and other required legal instruments. 7. Indemnification and Limitation of Liability: The agreement establishes the indemnification provisions, where one party (typically the Seller) agrees to compensate the other party (the Buyer) for any losses caused by misrepresentations, breaches of warranties, or undisclosed liabilities. It may also contain limitations on the liability of each party to mitigate potential risks. 8. Governing Law and Jurisdiction: As this is a Sample Asset Purchase Agreement specific to New Jersey, it includes provisions specifying that the agreement will be governed by and interpreted under the laws of the state. It also determines the courts or arbitration mechanisms that will have jurisdiction over any disputes arising from the agreement. Different types of New Jersey Sample Asset Purchase Agreements can include variations in terms and conditions based on the specific nature of the assets being acquired, the size of the transaction, and the industry involved. Some examples could include agreements for the purchase of technology assets, real estate assets, or intellectual property assets. Each type of agreement may have industry-specific provisions that cater to the unique considerations of that particular sector.