New Mexico 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 New Mexico Sample Asset Purchase Agreement is a legal contract between Radius Corporation and International Business Machines Corporation (IBM) for the transfer of specific assets. This agreement outlines the terms and conditions under which the sale/purchase of assets will take place. Here is a detailed description of what it entails: Title: New Mexico Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample 1. Introduction: The agreement starts with a detailed introduction, specifying the parties involved Radiusys Corporation and International Business Machines Corporation (IBM). It also states the effective date of the agreement. 2. Definitions: This section includes an outline of defined terms used throughout the document, ensuring clarity and consistency of interpretation. 3. Asset Purchase and Sale: Here, the agreement details the assets being transferred from Radius Corporation to IBM. These assets may include tangible and intangible property, such as equipment, machinery, patents, copyrights, trademarks, software, customer databases, etc. 4. Purchase Price and Payment Terms: This section outlines the purchase price agreed upon by both parties and the payment terms, including the payment schedule, method, and any conditions related to the payment. 5. Representations and Warranties: Both parties declare their respective representations and warranties. Radius Corporation assures that it is the legal owner of the assets, has the right to sell them, and that they are free from any liens or encumbrances. IBM declares that it has conducted proper due diligence and satisfied itself with the nature and condition of the assets. 6. Closing Conditions and Deliverables: This section describes the conditions necessary for the successful completion of the asset purchase, including regulatory approvals, consents, and licenses, if applicable. It also outlines the deliverables required at the closing, such as executed documents, transfer of titles, and possession of physical assets. 7. Indemnification and Limitation of Liability: The agreement specifies clauses related to indemnification, including each party's obligation to indemnify the other in case of any breach of representations, warranties, or non-fulfillment of obligations. It also sets limits on liability, including indemnification caps and exclusions. 8. Governing Law and Dispute Resolution: This section determines the governing law of the agreement, namely New Mexico. It also provides guidelines for dispute resolution, such as negotiation, mediation, or arbitration. 9. Miscellaneous Provisions: This section includes various provisions, such as the entire agreement clause, amendments and waivers, assignment restrictions, integration, and confidentiality clauses. Different types of New Mexico Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample may include variations based on specific industry sectors, purchase price, asset types, and other unique circumstances. Additional terms and sections can be added or modified as required to align with the specific context and requirements of the asset purchase transaction.

New Mexico Sample Asset Purchase Agreement is a legal contract between Radius Corporation and International Business Machines Corporation (IBM) for the transfer of specific assets. This agreement outlines the terms and conditions under which the sale/purchase of assets will take place. Here is a detailed description of what it entails: Title: New Mexico Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample 1. Introduction: The agreement starts with a detailed introduction, specifying the parties involved Radiusys Corporation and International Business Machines Corporation (IBM). It also states the effective date of the agreement. 2. Definitions: This section includes an outline of defined terms used throughout the document, ensuring clarity and consistency of interpretation. 3. Asset Purchase and Sale: Here, the agreement details the assets being transferred from Radius Corporation to IBM. These assets may include tangible and intangible property, such as equipment, machinery, patents, copyrights, trademarks, software, customer databases, etc. 4. Purchase Price and Payment Terms: This section outlines the purchase price agreed upon by both parties and the payment terms, including the payment schedule, method, and any conditions related to the payment. 5. Representations and Warranties: Both parties declare their respective representations and warranties. Radius Corporation assures that it is the legal owner of the assets, has the right to sell them, and that they are free from any liens or encumbrances. IBM declares that it has conducted proper due diligence and satisfied itself with the nature and condition of the assets. 6. Closing Conditions and Deliverables: This section describes the conditions necessary for the successful completion of the asset purchase, including regulatory approvals, consents, and licenses, if applicable. It also outlines the deliverables required at the closing, such as executed documents, transfer of titles, and possession of physical assets. 7. Indemnification and Limitation of Liability: The agreement specifies clauses related to indemnification, including each party's obligation to indemnify the other in case of any breach of representations, warranties, or non-fulfillment of obligations. It also sets limits on liability, including indemnification caps and exclusions. 8. Governing Law and Dispute Resolution: This section determines the governing law of the agreement, namely New Mexico. It also provides guidelines for dispute resolution, such as negotiation, mediation, or arbitration. 9. Miscellaneous Provisions: This section includes various provisions, such as the entire agreement clause, amendments and waivers, assignment restrictions, integration, and confidentiality clauses. Different types of New Mexico Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample may include variations based on specific industry sectors, purchase price, asset types, and other unique circumstances. Additional terms and sections can be added or modified as required to align with the specific context and requirements of the asset purchase transaction.