Title: Tennessee Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. for the Sale and Purchase of Company Assets Keywords: Tennessee asset purchase agreement, Orthogonal Pharmaceutical, Cygnus Inc., sale and purchase of assets, company assets, sample agreement 1. Introduction to the Tennessee Sample Asset Purchase Agreement — Overview of the agreement betweeOrthogonalil Pharmaceutical, Inc. and Cygnus, Inc. — Explanation of the purpose of the agreement and its relevance to Tennessee state laws 2. Parties Involved in the Agreement — Detailed identificatioorthogonalil Pharmaceutical, Inc. and Cygnus, Inc. — Overview of their roles, responsibilities, and legal obligations in the transaction 3. Assets Being Transferred — Comprehensive listing and description of the assets subject to the agreement — Explanation of their value, condition, and any necessary considerations or limitations 4. Purchase Price and Payment Terms — Discussion of the agreed-upon purchase price for the assets — Explanation of the payment terms, such as installment payments, milestones, or lump sum 5. Adjustments and Assumed Liabilities — Explanation of any adjustments to the purchase price based on financial statements or certain conditions — Clarification of liabilities that will be assumed by the acquiring party, Orthogonal 6. Representations and Warranties — Overview of the representations and warranties provided by the selling party, Cygnus, regarding the assets — Discussion of the disclosure obligations, indemnification, and limitations on liability 7. Closing Conditions and Deliveries — Outline of the conditions that must be met for the closing of the agreement to take place — Details regarding the necessary documents, certificates, and signatures for the transaction to be completed 8. Confidentiality and Non-Competition — Explanation of any confidentiality agreements or non-competition clauses between the parties — Discussion of the duration and scope of these provisions 9. Governing Law and Dispute Resolution — Information on the applicable Tennessee state laws governing the agreement — Explanation of the chosen dispute resolution methods, such as arbitration or mediation 10. Miscellaneous Provisions — Overview of miscellaneous provisions, including notice requirements and amendments to the agreement — Any additional terms, obligations, or considerations specific to the Tennessee jurisdiction 11. Exhibits and Schedules — Details on any additional exhibits and schedules attached to the agreement — Explanation of their purpose and relevance to the transaction Types of Tennessee Sample Asset Purchase Agreements between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc.: — Tennessee Sample Asset Purchase Agreement with Cash Purchase Price — Tennessee Sample Asset Purchase Agreement with Earn-out Provision — Tennessee Sample Asset Purchase Agreement with Stock Purchase Price.
Tennessee Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample
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FAQ
What is Full Disclosure? In this section, the Seller affirms that the information it has provided throughout the Transaction Documents is accurate and complete. It is part of the Representations and Warranties of the Seller section.
The representations and warranties allocate risk between the parties and serve as the foundation for an indemnification claim in case of a breach or inaccuracy. A breach or inaccuracy of a representation or warranty can also provide the other party with a right to terminate or refuse to close the transaction.
The Middle Ground: The Condition and Sufficiency of Assets representation asserts that each asset being transferred is in good operating condition and, other than the need for ordinary maintenance and non-material repairs, is suitable for use in the same way as it was being used in the Business prior to the transaction ...
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.
All of the assets and properties of the Borrower which are reasonably necessary for the operation of its business are in good working condition, ordinary wear and tear excepted, and are able to serve the function for which they are currently being used.
The asset purchase agreement is typically drafted by the buyer and seller of the assets. However, in some cases, it may be handled by an attorney.