Rhode Island 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. Rhode Island Sample Asset Purchase Agreement is a legally binding contract that outlines the terms and conditions under which Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. agree to the sale and purchase of assets of a company. This agreement is crucial in facilitating a smooth and transparent transaction between both parties. Here are the key features and types of Rhode Island Sample Asset Purchase Agreement: 1. Parties involved: The agreement identifies the buyer, Orthogonal Pharmaceutical, Inc., and the seller, Cygnus, Inc. 2. Asset description: The agreement specifically lists and describes the assets being sold, such as equipment, intellectual property rights, real estate, inventory, contracts, and more. 3. Purchase price: The agreement states the agreed-upon purchase price for the assets. It may outline the allocation of the purchase price among different asset categories for tax and accounting purposes. 4. Payment terms: The agreement outlines the payment terms, including the payment schedule, any installment arrangements, and acceptable methods of payment. 5. Representations and warranties: Both buyer and seller make certain representations and warranties regarding their authority, ownership rights, legal compliance, and the condition of the assets. These warranties provide protection and assure the buyer of the assets' quality and legality. 6. Due diligence: The agreement may include provisions allowing the buyer to conduct due diligence on the assets, such as inspecting relevant documents and records, conducting audits, or obtaining expert opinions. 7. Closing conditions: The agreement defines the conditions that must be met before the transaction can be completed, including obtaining necessary approvals, consents, and waivers. 8. Indemnification: The agreement details the indemnification provisions, which specify the responsibilities of each party for any losses, damages, or liabilities arising from the transaction. 9. Confidentiality and non-compete clauses: The agreement may contain clauses that restrict the disclosure of confidential information learned during the transaction and prevent the seller from competing with the buyer in the future. 10. Governing law and dispute resolution: The agreement identifies the applicable state law, such as Rhode Island, and outlines the method of resolving any disputes, such as arbitration or litigation. It is important to note that the names provided, Orthogonal Pharmaceutical, Inc. and Cygnus, Inc., are for illustrative purposes only and may not reflect actual entities involved in specific Rhode Island Sample Asset Purchase Agreements.

Rhode Island Sample Asset Purchase Agreement is a legally binding contract that outlines the terms and conditions under which Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. agree to the sale and purchase of assets of a company. This agreement is crucial in facilitating a smooth and transparent transaction between both parties. Here are the key features and types of Rhode Island Sample Asset Purchase Agreement: 1. Parties involved: The agreement identifies the buyer, Orthogonal Pharmaceutical, Inc., and the seller, Cygnus, Inc. 2. Asset description: The agreement specifically lists and describes the assets being sold, such as equipment, intellectual property rights, real estate, inventory, contracts, and more. 3. Purchase price: The agreement states the agreed-upon purchase price for the assets. It may outline the allocation of the purchase price among different asset categories for tax and accounting purposes. 4. Payment terms: The agreement outlines the payment terms, including the payment schedule, any installment arrangements, and acceptable methods of payment. 5. Representations and warranties: Both buyer and seller make certain representations and warranties regarding their authority, ownership rights, legal compliance, and the condition of the assets. These warranties provide protection and assure the buyer of the assets' quality and legality. 6. Due diligence: The agreement may include provisions allowing the buyer to conduct due diligence on the assets, such as inspecting relevant documents and records, conducting audits, or obtaining expert opinions. 7. Closing conditions: The agreement defines the conditions that must be met before the transaction can be completed, including obtaining necessary approvals, consents, and waivers. 8. Indemnification: The agreement details the indemnification provisions, which specify the responsibilities of each party for any losses, damages, or liabilities arising from the transaction. 9. Confidentiality and non-compete clauses: The agreement may contain clauses that restrict the disclosure of confidential information learned during the transaction and prevent the seller from competing with the buyer in the future. 10. Governing law and dispute resolution: The agreement identifies the applicable state law, such as Rhode Island, and outlines the method of resolving any disputes, such as arbitration or litigation. It is important to note that the names provided, Orthogonal Pharmaceutical, Inc. and Cygnus, Inc., are for illustrative purposes only and may not reflect actual entities involved in specific Rhode Island Sample Asset Purchase Agreements.