Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tektronix, Inc. with Respect to Its Color Printing / Imaging Products Division - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9177
• Format: Word; Rich Text

Description

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: Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Sample Keywords: Virginia Amended Asset Purchase Agreement, Xerox Corp., Tectonic Inc., Color Printing Division, Imaging Products Division Introduction: The Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division is a legally binding contract that outlines the terms and conditions regarding the acquisition of Tectonic's Color Printing division by Xerox Corporation. This agreement is tailored specifically for Virginia jurisdiction. Types of Virginia Amended Asset Purchase Agreements: 1. Virginia Amended Asset Purchase Agreement — Type A— - This type of agreement covers the acquisition of Tectonic's Color Printing Division and any related assets or liabilities. — It provides a comprehensive framework for the transition of ownership from Tectonic to Xerox, including the transfer of intellectual property rights, customer contracts, manufacturing facilities, and distribution networks. — The agreement includes relevant clauses concerning the allocation of purchase price, warranties, representations, and indemnification. 2. Virginia Amended Asset Purchase Agreement — Type B— - This variant is specific to the acquisition of Tectonic's Imaging Products Division by Xerox Corporation. — It focuses on the transfer of tangible and intangible assets related to imaging products, such as patents, trademarks, manufacturing equipment, design prototypes, and customer databases. — The agreement ensures a seamless transfer of ownership and specifies the terms for ongoing support, warranties, and post-acquisition obligations. Main Elements of the Virginia Amended Asset Purchase Agreement — Color Printing / Imaging Products Division: 1. Parties involved: — Identifies Xerox Corp. anTectonicix, Inc. as the buyer and seller, respectively. — Provides the legal names and contact information. 2. Definitions and Interpretations: — Clarifies key terms used throughout the agreement to avoid any ambiguity or misunderstanding. 3. Purchase and Sale of Assets: — Outlines the assets relating to the Color Printing / Imaging Products division that will be transferred to Xerox. — Discusses any excluded assets or liabilities not included in the acquisition deal. 4. Purchase Price and Payment: — Specifies the amount and method of payment for the acquisition. — Addresses any contingencies or adjustments based on the agreed valuation principles. 5. Representations and Warranties: — Covers the statements made by both parties regarding the accuracy of provided information and the absence of undisclosed liabilities. — Allows parties to seek remedies if any representation or warranty is breached. 6. Assumed and Excluded Liabilities: — Distinguishes which liabilities will be assumed by Xerox post-acquisition and which will be retained by Tectonic. 7. Conditions to Closing: — Enumerates the conditions that need to be met by both parties for the acquisition to be finalized. — May include regulatory approvals, third-party consents, or financial milestones. 8. Indemnification: — Details the obligations of each party to indemnify the other for any losses incurred due to breach of representations, warranties, or other specified breaches. Conclusion: The Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division is a comprehensive framework that governs the acquisition of Tectonic's Color Printing or Imaging Products Division by Xerox. It ensures the smooth transfer of assets, liabilities, and intellectual property rights while providing protection and remedies for both parties involved.

Title: Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Sample Keywords: Virginia Amended Asset Purchase Agreement, Xerox Corp., Tectonic Inc., Color Printing Division, Imaging Products Division Introduction: The Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division is a legally binding contract that outlines the terms and conditions regarding the acquisition of Tectonic's Color Printing division by Xerox Corporation. This agreement is tailored specifically for Virginia jurisdiction. Types of Virginia Amended Asset Purchase Agreements: 1. Virginia Amended Asset Purchase Agreement — Type A— - This type of agreement covers the acquisition of Tectonic's Color Printing Division and any related assets or liabilities. — It provides a comprehensive framework for the transition of ownership from Tectonic to Xerox, including the transfer of intellectual property rights, customer contracts, manufacturing facilities, and distribution networks. — The agreement includes relevant clauses concerning the allocation of purchase price, warranties, representations, and indemnification. 2. Virginia Amended Asset Purchase Agreement — Type B— - This variant is specific to the acquisition of Tectonic's Imaging Products Division by Xerox Corporation. — It focuses on the transfer of tangible and intangible assets related to imaging products, such as patents, trademarks, manufacturing equipment, design prototypes, and customer databases. — The agreement ensures a seamless transfer of ownership and specifies the terms for ongoing support, warranties, and post-acquisition obligations. Main Elements of the Virginia Amended Asset Purchase Agreement — Color Printing / Imaging Products Division: 1. Parties involved: — Identifies Xerox Corp. anTectonicix, Inc. as the buyer and seller, respectively. — Provides the legal names and contact information. 2. Definitions and Interpretations: — Clarifies key terms used throughout the agreement to avoid any ambiguity or misunderstanding. 3. Purchase and Sale of Assets: — Outlines the assets relating to the Color Printing / Imaging Products division that will be transferred to Xerox. — Discusses any excluded assets or liabilities not included in the acquisition deal. 4. Purchase Price and Payment: — Specifies the amount and method of payment for the acquisition. — Addresses any contingencies or adjustments based on the agreed valuation principles. 5. Representations and Warranties: — Covers the statements made by both parties regarding the accuracy of provided information and the absence of undisclosed liabilities. — Allows parties to seek remedies if any representation or warranty is breached. 6. Assumed and Excluded Liabilities: — Distinguishes which liabilities will be assumed by Xerox post-acquisition and which will be retained by Tectonic. 7. Conditions to Closing: — Enumerates the conditions that need to be met by both parties for the acquisition to be finalized. — May include regulatory approvals, third-party consents, or financial milestones. 8. Indemnification: — Details the obligations of each party to indemnify the other for any losses incurred due to breach of representations, warranties, or other specified breaches. Conclusion: The Virginia Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division is a comprehensive framework that governs the acquisition of Tectonic's Color Printing or Imaging Products Division by Xerox. It ensures the smooth transfer of assets, liabilities, and intellectual property rights while providing protection and remedies for both parties involved.