Pennsylvania 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. Pennsylvania Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a legally binding document outlining the terms and conditions of the sale and purchase of assets between the two companies. This agreement is specifically designed for companies operating in Pennsylvania and addresses the important aspects of the transaction. Here are the key components that are covered in this Pennsylvania Sample Asset Purchase Agreement: 1. Parties: This agreement clearly identifies the participating parties, Orthogonal Pharmaceutical, Inc. as the seller, and Cygnus, Inc. as the buyer. 2. Definitions: The agreement contains a section defining relevant terms and phrases used throughout the document, ensuring a shared understanding between both parties. 3. Purchase and Sale of Assets: This section outlines the specific assets being sold, including intellectual property, real estate, equipment, inventory, contracts, and licenses. It also covers any liabilities that the buyer may assume. 4. Purchase Price and Payment Terms: The agreement details the total purchase price for the assets and sets out the payment terms, including any down payment, installment amounts, and due dates. It may also include clauses for adjustments based on working capital or financial statements. 5. Representations and Warranties: Both parties make various representations and warranties to ensure the accuracy of information shared and to protect each party's interests. These typically cover areas such as authority, title of assets, financial statements, contracts, and compliance with laws. 6. Due Diligence: The agreement may describe the due diligence process conducted by the buyer to evaluate the assets being purchased, including access to financial records, inspection of assets, and review of contracts. 7. Closing Conditions: This section outlines the conditions that must be met before the closing of the transaction can occur. It may include obtaining necessary approvals, permits, and consents, as well as compliance with legal and contractual obligations. 8. Confidentiality and Non-Compete: The agreement may contain confidentiality provisions to protect the sensitive information exchanged during the transaction and impose non-compete obligations on the seller to prevent them from engaging in certain activities that may compete with the buyer's business. 9. Indemnification: This section addresses how indemnification for any losses, claims, or damages will be handled, including the time limits for making claims and the procedures for resolving disputes. 10. Governing Law and Jurisdiction: This agreement is governed by Pennsylvania state law, and any disputes arising from it will be resolved through the courts of Pennsylvania. 11. Entire Agreement and Amendments: The agreement states that it constitutes the entire agreement between the parties and supersedes any prior discussions or agreements. It also outlines the procedures for making amendments or modifications to the agreement. These are some of the critical elements that could be included in a Pennsylvania Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. It is important to note that the specific terms and clauses may vary based on the nature of the transaction and the preferences of the parties involved.

Pennsylvania Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a legally binding document outlining the terms and conditions of the sale and purchase of assets between the two companies. This agreement is specifically designed for companies operating in Pennsylvania and addresses the important aspects of the transaction. Here are the key components that are covered in this Pennsylvania Sample Asset Purchase Agreement: 1. Parties: This agreement clearly identifies the participating parties, Orthogonal Pharmaceutical, Inc. as the seller, and Cygnus, Inc. as the buyer. 2. Definitions: The agreement contains a section defining relevant terms and phrases used throughout the document, ensuring a shared understanding between both parties. 3. Purchase and Sale of Assets: This section outlines the specific assets being sold, including intellectual property, real estate, equipment, inventory, contracts, and licenses. It also covers any liabilities that the buyer may assume. 4. Purchase Price and Payment Terms: The agreement details the total purchase price for the assets and sets out the payment terms, including any down payment, installment amounts, and due dates. It may also include clauses for adjustments based on working capital or financial statements. 5. Representations and Warranties: Both parties make various representations and warranties to ensure the accuracy of information shared and to protect each party's interests. These typically cover areas such as authority, title of assets, financial statements, contracts, and compliance with laws. 6. Due Diligence: The agreement may describe the due diligence process conducted by the buyer to evaluate the assets being purchased, including access to financial records, inspection of assets, and review of contracts. 7. Closing Conditions: This section outlines the conditions that must be met before the closing of the transaction can occur. It may include obtaining necessary approvals, permits, and consents, as well as compliance with legal and contractual obligations. 8. Confidentiality and Non-Compete: The agreement may contain confidentiality provisions to protect the sensitive information exchanged during the transaction and impose non-compete obligations on the seller to prevent them from engaging in certain activities that may compete with the buyer's business. 9. Indemnification: This section addresses how indemnification for any losses, claims, or damages will be handled, including the time limits for making claims and the procedures for resolving disputes. 10. Governing Law and Jurisdiction: This agreement is governed by Pennsylvania state law, and any disputes arising from it will be resolved through the courts of Pennsylvania. 11. Entire Agreement and Amendments: The agreement states that it constitutes the entire agreement between the parties and supersedes any prior discussions or agreements. It also outlines the procedures for making amendments or modifications to the agreement. These are some of the critical elements that could be included in a Pennsylvania Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. It is important to note that the specific terms and clauses may vary based on the nature of the transaction and the preferences of the parties involved.