San Diego California 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
• County: San Diego
• 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 San Diego, California Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Sample, is a legally binding document that outlines the terms and conditions of the acquisition of Tectonic Inc.'s Color Printing / Imaging Products Division by Xerox Corp. It serves as a guiding framework for the transfer of assets, liabilities, and intellectual property rights related to the division. This agreement aims to provide a clear understanding between the two parties regarding the purchase and sale of the division. By explicitly defining the responsibilities and obligations of each party, it helps ensure a smooth and seamless transition. Some key provisions included in the agreement are as follows: 1. Definitions and Interpretation: This section provides precise definitions of terms used throughout the agreement to avoid any confusion or ambiguity. 2. Purchase and Sale of Assets: It outlines the assets included in the transaction, such as tangible property, patents, trademarks, copyrights, contracts, customer lists, and more. The agreement will specify the purchase price and payment terms agreed upon by both parties. 3. Allocation of Liabilities: This section clarifies the division of liabilities, including but not limited to outstanding contracts, warranties, litigation, and other obligations related to the Color Printing / Imaging Products Division. Parties will agree upon the responsibilities and method of how these liabilities will be settled. 4. Employees and Employee Benefits: The agreement may address the transfer or termination of employees associated with the division, along with any associated benefits, such as pensions, retirement accounts, healthcare coverage, and more. 5. Closing Conditions: It lists the conditions that need to be fulfilled before the closing of the transaction, including regulatory approvals, consents, and waivers if required. 6. Representations and Warranties: Both Xerox Corp. and Tectonic, Inc. will provide assurances about their respective legal capacity to enter into the agreement, the accuracy of information shared, and compliance with laws and regulations. 7. Confidentiality and Non-Compete Clauses: The agreement may include provisions that restrict the sharing of confidential information and prevent either party from engaging in businesses that directly compete with the Color Printing / Imaging Products Division for a specified period. 8. Dispute Resolution: In case of any disputes arising from the agreement, this section outlines the preferred method of dispute resolution, such as arbitration or mediation. Different types of San Diego California Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing/Imaging Products Division — Sample could be categorized based on variations in terms and conditions, scope of assets, and specific provisions tailored to different business needs and restructuring strategies. Variations might include agreements pertaining to specific product lines, geographical locations, asset classes, or differing timelines for transition and integration. These variants could be named as Product Line Asset Purchase Agreement, Regional Asset Purchase Agreement, Tangible Asset Purchase Agreement, Intellectual Property Purchase Agreement, or Time-Phased Asset Purchase Agreement, among others.

San Diego, California Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing / Imaging Products Division — Sample, is a legally binding document that outlines the terms and conditions of the acquisition of Tectonic Inc.'s Color Printing / Imaging Products Division by Xerox Corp. It serves as a guiding framework for the transfer of assets, liabilities, and intellectual property rights related to the division. This agreement aims to provide a clear understanding between the two parties regarding the purchase and sale of the division. By explicitly defining the responsibilities and obligations of each party, it helps ensure a smooth and seamless transition. Some key provisions included in the agreement are as follows: 1. Definitions and Interpretation: This section provides precise definitions of terms used throughout the agreement to avoid any confusion or ambiguity. 2. Purchase and Sale of Assets: It outlines the assets included in the transaction, such as tangible property, patents, trademarks, copyrights, contracts, customer lists, and more. The agreement will specify the purchase price and payment terms agreed upon by both parties. 3. Allocation of Liabilities: This section clarifies the division of liabilities, including but not limited to outstanding contracts, warranties, litigation, and other obligations related to the Color Printing / Imaging Products Division. Parties will agree upon the responsibilities and method of how these liabilities will be settled. 4. Employees and Employee Benefits: The agreement may address the transfer or termination of employees associated with the division, along with any associated benefits, such as pensions, retirement accounts, healthcare coverage, and more. 5. Closing Conditions: It lists the conditions that need to be fulfilled before the closing of the transaction, including regulatory approvals, consents, and waivers if required. 6. Representations and Warranties: Both Xerox Corp. and Tectonic, Inc. will provide assurances about their respective legal capacity to enter into the agreement, the accuracy of information shared, and compliance with laws and regulations. 7. Confidentiality and Non-Compete Clauses: The agreement may include provisions that restrict the sharing of confidential information and prevent either party from engaging in businesses that directly compete with the Color Printing / Imaging Products Division for a specified period. 8. Dispute Resolution: In case of any disputes arising from the agreement, this section outlines the preferred method of dispute resolution, such as arbitration or mediation. Different types of San Diego California Amended Asset Purchase Agreement between Xerox Corp. and Tectonic, Inc. with Respect to Its Color Printing/Imaging Products Division — Sample could be categorized based on variations in terms and conditions, scope of assets, and specific provisions tailored to different business needs and restructuring strategies. Variations might include agreements pertaining to specific product lines, geographical locations, asset classes, or differing timelines for transition and integration. These variants could be named as Product Line Asset Purchase Agreement, Regional Asset Purchase Agreement, Tangible Asset Purchase Agreement, Intellectual Property Purchase Agreement, or Time-Phased Asset Purchase Agreement, among others.