Rhode Island 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 Rhode Island Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation Introduction: The Rhode Island Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation is a legally binding document that outlines the terms and conditions governing the purchase and sale of assets between the two parties. This agreement is specifically designed for transactions taking place in Rhode Island and involves Radius Corporation as the seller and International Business Machines Corporation as the buyer. Content: 1. Parties Involved: This section of the agreement names the parties involved in the transaction, including the full legal names and addresses of Radius Corporation and International Business Machines Corporation. It clarifies the roles and responsibilities of both the seller and the buyer. 2. Purchase and Sale of Assets: This section outlines the specific assets being purchased by International Business Machines Corporation from Radius Corporation. It provides a detailed description of the assets, including intellectual property, tangible property, contracts, licenses, and any associated liabilities. 3. Purchase Price and Payment Terms: Here, the agreement specifies the purchase price for the assets and the payment terms agreed upon by both parties. It covers details such as the payment method, currency, installment options, and any additional obligations related to the payment. 4. Representations and Warranties: This section lists the representations and warranties made by Radius Corporation regarding the assets being sold. It addresses the accuracy of information provided, ownership rights, absence of any claims or liens, and the compliance with all legal and regulatory requirements. 5. Closing Conditions: The agreement details the conditions that need to be fulfilled before the closing of the transaction. It may include obtaining necessary approvals, consents, or waivers, as well as the completion of due diligence and any associated timelines. 6. Indemnification: This section specifies the indemnification obligations of Radius Corporation, wherein it agrees to cover any losses, damages, or liabilities suffered by International Business Machines Corporation due to breach of representations, warranties, or non-compliance with contractual obligations. 7. Confidentiality and Non-Compete: Here, the agreement establishes provisions to protect confidential information exchanged during the transaction and imposes restrictions on Radius Corporation from engaging in competitive activities post-closing. 8. Governing Law and Jurisdiction: This section identifies Rhode Island as the governing law for the agreement and specifies the courts or arbitration panel with jurisdiction for any disputes arising from the transaction. Types of Rhode Island Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation: There may be several variations of the Rhode Island Sample Asset Purchase Agreement, depending on the specific nature of the assets being transferred, transaction size, and unique terms negotiated between the parties. Some potential variations may include: — Rhode Island Sample Asset Purchase Agreement for Intellectual Property: Specifically tailored for transactions involving the purchase of intellectual property assets, such as patents, copyrights, trademarks, or trade secrets. — Rhode Island Sample Asset Purchase Agreement for Real Estate: Designed for transactions involving the purchase of real estate assets, such as commercial buildings, warehouses, or land parcels. — Rhode Island Sample Asset Purchase Agreement for Technology Assets: Focused on transactions involving the purchase of technology assets, such as software, hardware, or IT infrastructure. It is important to review each type of agreement carefully to ensure it aligns with the specific requirements and objectives of the asset purchase transaction.

Rhode Island Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation Introduction: The Rhode Island Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation is a legally binding document that outlines the terms and conditions governing the purchase and sale of assets between the two parties. This agreement is specifically designed for transactions taking place in Rhode Island and involves Radius Corporation as the seller and International Business Machines Corporation as the buyer. Content: 1. Parties Involved: This section of the agreement names the parties involved in the transaction, including the full legal names and addresses of Radius Corporation and International Business Machines Corporation. It clarifies the roles and responsibilities of both the seller and the buyer. 2. Purchase and Sale of Assets: This section outlines the specific assets being purchased by International Business Machines Corporation from Radius Corporation. It provides a detailed description of the assets, including intellectual property, tangible property, contracts, licenses, and any associated liabilities. 3. Purchase Price and Payment Terms: Here, the agreement specifies the purchase price for the assets and the payment terms agreed upon by both parties. It covers details such as the payment method, currency, installment options, and any additional obligations related to the payment. 4. Representations and Warranties: This section lists the representations and warranties made by Radius Corporation regarding the assets being sold. It addresses the accuracy of information provided, ownership rights, absence of any claims or liens, and the compliance with all legal and regulatory requirements. 5. Closing Conditions: The agreement details the conditions that need to be fulfilled before the closing of the transaction. It may include obtaining necessary approvals, consents, or waivers, as well as the completion of due diligence and any associated timelines. 6. Indemnification: This section specifies the indemnification obligations of Radius Corporation, wherein it agrees to cover any losses, damages, or liabilities suffered by International Business Machines Corporation due to breach of representations, warranties, or non-compliance with contractual obligations. 7. Confidentiality and Non-Compete: Here, the agreement establishes provisions to protect confidential information exchanged during the transaction and imposes restrictions on Radius Corporation from engaging in competitive activities post-closing. 8. Governing Law and Jurisdiction: This section identifies Rhode Island as the governing law for the agreement and specifies the courts or arbitration panel with jurisdiction for any disputes arising from the transaction. Types of Rhode Island Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation: There may be several variations of the Rhode Island Sample Asset Purchase Agreement, depending on the specific nature of the assets being transferred, transaction size, and unique terms negotiated between the parties. Some potential variations may include: — Rhode Island Sample Asset Purchase Agreement for Intellectual Property: Specifically tailored for transactions involving the purchase of intellectual property assets, such as patents, copyrights, trademarks, or trade secrets. — Rhode Island Sample Asset Purchase Agreement for Real Estate: Designed for transactions involving the purchase of real estate assets, such as commercial buildings, warehouses, or land parcels. — Rhode Island Sample Asset Purchase Agreement for Technology Assets: Focused on transactions involving the purchase of technology assets, such as software, hardware, or IT infrastructure. It is important to review each type of agreement carefully to ensure it aligns with the specific requirements and objectives of the asset purchase transaction.