Puerto Rico 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 Puerto Rico Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Puerto Rico Sample Asset Purchase Agreement is a legally binding document that outlines the terms and conditions of a business transaction between Radius Corporation and International Business Machines Corporation (IBM). The agreement involves the purchase and transfer of specific assets from Radius Corporation to IBM. Key Contents: 1. Introduction: This section provides a brief background of the agreement and identifies the parties involved. 2. Definitions: In this section, important terms and definitions used throughout the agreement are specified to ensure clarity and understanding by both parties. 3. Asset Transfer: This section details the assets being transferred, including but not limited to tangible assets, intellectual property rights, contracts, licenses, and any associated liabilities. 4. Purchase Price: The agreement specifies the total consideration to be paid by IBM to Radius Corporation for the purchased assets. It outlines the payment method, such as lump sum or installment basis, along with any adjustments or tax implications. 5. Representations and Warranties: Radius Corporation guarantees that it is the lawful owner of the assets being transferred, and the assets are free from any encumbrances or liens. IBM acknowledges and accepts these representations. 6. Employee Matters: This section outlines any employee-related matters associated with the transferred assets, such as the treatment of existing employee contracts, benefits, and obligations. 7. Closing Date and Conditions: The agreement sets forth the conditions that must be satisfied before the transaction can be completed, including regulatory approvals, third-party consent, and any necessary filings. 8. Confidentiality: Both parties commit to maintaining confidentiality regarding the terms, conditions, and details of the agreement. They may also discuss potential exceptions where sharing information is required. 9. Governing Law and Jurisdiction: The agreement specifies the applicable laws of Puerto Rico, which will govern any disputes that may arise. It also identifies the relevant jurisdiction for all legal proceedings. 10. Entire Agreement: This section confirms that the Asset Purchase Agreement constitutes the entire agreement between the parties, superseding any prior discussions, understandings, or commitments. 11. Severability: If any provision of the agreement is deemed invalid or unenforceable, the remaining provisions shall continue to be binding and enforceable. 12. Amendments and Waivers: This section details the requirements for making amendments to the agreement or granting waivers. It stipulates that any changes must be in writing and signed by both parties. Additional Types of Puerto Rico Sample Asset Purchase Agreement: 1. Puerto Rico Sample Asset Purchase Agreement — Technology-focused: This variation of the agreement is specifically tailored to transactions involving technology assets, such as software, patents, copyrights, and trade secrets. 2. Puerto Rico Sample Asset Purchase Agreement — Real Estate: This version of the agreement is designed for asset transfers involving real estate, including land, buildings, and any associated rights or leases. 3. Puerto Rico Sample Asset Purchase Agreement — Oil and Gas Industry: This specialized agreement is created for asset purchases within the oil and gas sector, covering assets like wells, pipelines, drilling equipment, and related rights. 4. Puerto Rico Sample Asset Purchase Agreement — Financial Institutions: This variation of the agreement is focused on the acquisition of financial assets, such as loan portfolios, securities, investment portfolios, and banking assets. It is important to note that the provided examples are hypothetical and should be customized to fit the specific requirements and circumstances of the parties involved. Consulting with legal professionals familiar with Puerto Rico laws and regulations is highly recommended ensuring compliance and accuracy in drafting the Asset Purchase Agreement.

Puerto Rico Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Puerto Rico Sample Asset Purchase Agreement is a legally binding document that outlines the terms and conditions of a business transaction between Radius Corporation and International Business Machines Corporation (IBM). The agreement involves the purchase and transfer of specific assets from Radius Corporation to IBM. Key Contents: 1. Introduction: This section provides a brief background of the agreement and identifies the parties involved. 2. Definitions: In this section, important terms and definitions used throughout the agreement are specified to ensure clarity and understanding by both parties. 3. Asset Transfer: This section details the assets being transferred, including but not limited to tangible assets, intellectual property rights, contracts, licenses, and any associated liabilities. 4. Purchase Price: The agreement specifies the total consideration to be paid by IBM to Radius Corporation for the purchased assets. It outlines the payment method, such as lump sum or installment basis, along with any adjustments or tax implications. 5. Representations and Warranties: Radius Corporation guarantees that it is the lawful owner of the assets being transferred, and the assets are free from any encumbrances or liens. IBM acknowledges and accepts these representations. 6. Employee Matters: This section outlines any employee-related matters associated with the transferred assets, such as the treatment of existing employee contracts, benefits, and obligations. 7. Closing Date and Conditions: The agreement sets forth the conditions that must be satisfied before the transaction can be completed, including regulatory approvals, third-party consent, and any necessary filings. 8. Confidentiality: Both parties commit to maintaining confidentiality regarding the terms, conditions, and details of the agreement. They may also discuss potential exceptions where sharing information is required. 9. Governing Law and Jurisdiction: The agreement specifies the applicable laws of Puerto Rico, which will govern any disputes that may arise. It also identifies the relevant jurisdiction for all legal proceedings. 10. Entire Agreement: This section confirms that the Asset Purchase Agreement constitutes the entire agreement between the parties, superseding any prior discussions, understandings, or commitments. 11. Severability: If any provision of the agreement is deemed invalid or unenforceable, the remaining provisions shall continue to be binding and enforceable. 12. Amendments and Waivers: This section details the requirements for making amendments to the agreement or granting waivers. It stipulates that any changes must be in writing and signed by both parties. Additional Types of Puerto Rico Sample Asset Purchase Agreement: 1. Puerto Rico Sample Asset Purchase Agreement — Technology-focused: This variation of the agreement is specifically tailored to transactions involving technology assets, such as software, patents, copyrights, and trade secrets. 2. Puerto Rico Sample Asset Purchase Agreement — Real Estate: This version of the agreement is designed for asset transfers involving real estate, including land, buildings, and any associated rights or leases. 3. Puerto Rico Sample Asset Purchase Agreement — Oil and Gas Industry: This specialized agreement is created for asset purchases within the oil and gas sector, covering assets like wells, pipelines, drilling equipment, and related rights. 4. Puerto Rico Sample Asset Purchase Agreement — Financial Institutions: This variation of the agreement is focused on the acquisition of financial assets, such as loan portfolios, securities, investment portfolios, and banking assets. It is important to note that the provided examples are hypothetical and should be customized to fit the specific requirements and circumstances of the parties involved. Consulting with legal professionals familiar with Puerto Rico laws and regulations is highly recommended ensuring compliance and accuracy in drafting the Asset Purchase Agreement.