Amended Asset Purch. Agr. btwn Xerox Corp. and Tektronix, Inc. with respect to assets of its color printing/imaging products division dated September 22, 1999. 116 pages
Title: Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Sample Description: The Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. regarding its Color Printing / Imaging Products Division is a legally binding document that outlines the terms and conditions of the asset acquisition. This agreement pertains specifically to the Tennessee state jurisdiction and serves as a sample to understand its components and implications. Key Points: 1. Introduction: The agreement commences with a comprehensive introduction, clearly identifying the participating parties, namely Xerox Corp. and Tectonic, Inc. It defines the context of the agreement, focusing on the Color Printing / Imaging Products Division. 2. Definitions and Interpretations: This section serves to define numerous terms and terminologies used throughout the agreement, enabling a clear and consistent understanding by both parties involved. 3. Purchase and Sale of Assets: The heart of the agreement, this section outlines the assets being transferred from Tectonic, Inc. to Xerox Corp., including specifics related to intellectual property, tangible and intangible assets, customer lists, contractual rights, equipment, and more. It establishes the terms of the purchase price, payment modalities, and the mechanism for completing the transaction. 4. Assumed Liabilities: This section addresses the identification and assumption of certain liabilities by Xerox Corp. after the asset acquisition. It defines the scope and nature of liabilities, such as outstanding contracts, warranties, obligations, and debts. 5. Representations and Warranties: Both Xerox Corp. and Tectonic, Inc. make various representations and warranties in this part, ensuring the accuracy and truthfulness of the information provided. It sets the foundation for trust, accountability, and legal compliance between the parties. 6. Covenants: This section covers the obligations and commitments of Xerox Corp. and Tectonic, Inc. Both parties agree to cooperate and assist in the smooth transition of assets, maintaining confidentiality, compliance with laws and regulations, and providing ongoing support to ensure business continuity. 7. Indemnification: The agreement addresses indemnification clauses, delineating the responsibilities of each party in case of breaches or claims arising from the transaction or preceding agreements. It sets the processes for notifications, defense, compensation, and limitations on liability. Additional Types of Tennessee Amended Asset Purchase Agreements: — Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — ComprehensivVersionio— - Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — SimplifieVersionio— - Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Legal Terms and Conditions Only Note: The specific names of the different types of agreements may vary based on the parties involved and the scope of assets being acquired.
Title: Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Sample Description: The Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. regarding its Color Printing / Imaging Products Division is a legally binding document that outlines the terms and conditions of the asset acquisition. This agreement pertains specifically to the Tennessee state jurisdiction and serves as a sample to understand its components and implications. Key Points: 1. Introduction: The agreement commences with a comprehensive introduction, clearly identifying the participating parties, namely Xerox Corp. and Tectonic, Inc. It defines the context of the agreement, focusing on the Color Printing / Imaging Products Division. 2. Definitions and Interpretations: This section serves to define numerous terms and terminologies used throughout the agreement, enabling a clear and consistent understanding by both parties involved. 3. Purchase and Sale of Assets: The heart of the agreement, this section outlines the assets being transferred from Tectonic, Inc. to Xerox Corp., including specifics related to intellectual property, tangible and intangible assets, customer lists, contractual rights, equipment, and more. It establishes the terms of the purchase price, payment modalities, and the mechanism for completing the transaction. 4. Assumed Liabilities: This section addresses the identification and assumption of certain liabilities by Xerox Corp. after the asset acquisition. It defines the scope and nature of liabilities, such as outstanding contracts, warranties, obligations, and debts. 5. Representations and Warranties: Both Xerox Corp. and Tectonic, Inc. make various representations and warranties in this part, ensuring the accuracy and truthfulness of the information provided. It sets the foundation for trust, accountability, and legal compliance between the parties. 6. Covenants: This section covers the obligations and commitments of Xerox Corp. and Tectonic, Inc. Both parties agree to cooperate and assist in the smooth transition of assets, maintaining confidentiality, compliance with laws and regulations, and providing ongoing support to ensure business continuity. 7. Indemnification: The agreement addresses indemnification clauses, delineating the responsibilities of each party in case of breaches or claims arising from the transaction or preceding agreements. It sets the processes for notifications, defense, compensation, and limitations on liability. Additional Types of Tennessee Amended Asset Purchase Agreements: — Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — ComprehensivVersionio— - Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — SimplifieVersionio— - Tennessee Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Legal Terms and Conditions Only Note: The specific names of the different types of agreements may vary based on the parties involved and the scope of assets being acquired.