Washington 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: Washington Amended Asset Purchase Agreement Explained: Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing/Imaging Products Division Introduction: The Washington Amended Asset Purchase Agreement reflects a significant business transaction between Xerox Corporation (Xerox) and Tectonic, Inc. (Tectonic). This agreement primarily concerns Xerox's acquisition of Tectonic's Color Printing/Imaging Products Division. In this article, we will delve into the details of this substantial agreement, providing an overview and explanation of its key components. 1. Overview of the Washington Amended Asset Purchase Agreement: The Washington Amended Asset Purchase Agreement is a legally binding document that outlines the terms and conditions governing the purchase of Tectonic's Color Printing/Imaging Products Division by Xerox. This agreement was specifically crafted to cater to the business needs and objectives of both Xerox and Tectonic, ensuring a fair and mutually beneficial transaction. 2. Key Provisions and Clauses of the Agreement: a. Purchase Price: The agreement specifies the purchase price, which Xerox will pay to acquire Tectonic's Color Printing/Imaging Products Division. This includes considerations such as cash payments, assumption of liabilities, and any future contingent payments. b. Assets Transferred: The agreement identifies the specific assets that Xerox is acquiring as part of the transaction. These assets primarily consist of intellectual property rights, tangible assets, real estate, equipment, inventory, contracts, and any related rights necessary for operating the business division. c. Assumed Liabilities: The agreement delineates the liabilities that Xerox will assume from Tectonic as part of the acquisition. This includes obligations related to contracts, warranties, claims, or other commitments arising from the operation of the Color Printing/Imaging Products Division. d. Closing Conditions: The agreement sets forth the conditions that must be fulfilled before the transaction can be considered legally closed. These conditions typically involve securing necessary regulatory approvals, compliance with legal requirements, and satisfaction of any other contractual obligations. e. Representations and Warranties: Both Xerox and Tectonic provide representations and warranties to ensure the accuracy of the information exchanged between the parties during negotiations. This safeguards the interests of both parties and minimizes potential risks associated with the transaction. f. Confidentiality and Non-Compete: The agreement may contain clauses pertaining to the protection of proprietary information and trade secrets. It may also restrict Tectonic from entering into competitive activities within a specified period or geographic area, safeguarding Xerox's newly acquired division. 3. Types of Washington Amended Asset Purchase Agreement: While not explicitly mentioned, variations of the Washington Amended Asset Purchase Agreement may exist to accommodate specific conditions or requirements of individual transactions. Some potential variations could include agreements relating to different business divisions within Tectonic or even subsequent amendments to the initial agreement. Conclusion: The Washington Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. serves as a crucial legal framework for the acquisition of Tectonic's Color Printing/Imaging Products Division by Xerox. This detailed description has provided an overview of the agreement's key components and shed light on potential variations that may exist. Understanding this agreement is essential for stakeholders involved in such transactions for their respective businesses.

Title: Washington Amended Asset Purchase Agreement Explained: Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing/Imaging Products Division Introduction: The Washington Amended Asset Purchase Agreement reflects a significant business transaction between Xerox Corporation (Xerox) and Tectonic, Inc. (Tectonic). This agreement primarily concerns Xerox's acquisition of Tectonic's Color Printing/Imaging Products Division. In this article, we will delve into the details of this substantial agreement, providing an overview and explanation of its key components. 1. Overview of the Washington Amended Asset Purchase Agreement: The Washington Amended Asset Purchase Agreement is a legally binding document that outlines the terms and conditions governing the purchase of Tectonic's Color Printing/Imaging Products Division by Xerox. This agreement was specifically crafted to cater to the business needs and objectives of both Xerox and Tectonic, ensuring a fair and mutually beneficial transaction. 2. Key Provisions and Clauses of the Agreement: a. Purchase Price: The agreement specifies the purchase price, which Xerox will pay to acquire Tectonic's Color Printing/Imaging Products Division. This includes considerations such as cash payments, assumption of liabilities, and any future contingent payments. b. Assets Transferred: The agreement identifies the specific assets that Xerox is acquiring as part of the transaction. These assets primarily consist of intellectual property rights, tangible assets, real estate, equipment, inventory, contracts, and any related rights necessary for operating the business division. c. Assumed Liabilities: The agreement delineates the liabilities that Xerox will assume from Tectonic as part of the acquisition. This includes obligations related to contracts, warranties, claims, or other commitments arising from the operation of the Color Printing/Imaging Products Division. d. Closing Conditions: The agreement sets forth the conditions that must be fulfilled before the transaction can be considered legally closed. These conditions typically involve securing necessary regulatory approvals, compliance with legal requirements, and satisfaction of any other contractual obligations. e. Representations and Warranties: Both Xerox and Tectonic provide representations and warranties to ensure the accuracy of the information exchanged between the parties during negotiations. This safeguards the interests of both parties and minimizes potential risks associated with the transaction. f. Confidentiality and Non-Compete: The agreement may contain clauses pertaining to the protection of proprietary information and trade secrets. It may also restrict Tectonic from entering into competitive activities within a specified period or geographic area, safeguarding Xerox's newly acquired division. 3. Types of Washington Amended Asset Purchase Agreement: While not explicitly mentioned, variations of the Washington Amended Asset Purchase Agreement may exist to accommodate specific conditions or requirements of individual transactions. Some potential variations could include agreements relating to different business divisions within Tectonic or even subsequent amendments to the initial agreement. Conclusion: The Washington Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. serves as a crucial legal framework for the acquisition of Tectonic's Color Printing/Imaging Products Division by Xerox. This detailed description has provided an overview of the agreement's key components and shed light on potential variations that may exist. Understanding this agreement is essential for stakeholders involved in such transactions for their respective businesses.