Bexar Texas Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• County: Bexar
• Control #: US-EG-9178
• Format: Word; Rich Text

Description

Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation dated December 17, 1999. 30 pages Bexar Texas Sample Asset Purchase Agreement is a legally binding contract between two entities, Radius Corporation and International Business Machines Corporation (IBM), encompassing the acquisition of assets. This document outlines the terms, conditions, and provisions that both parties agree upon regarding the transfer of assets and liabilities. In this agreement, Radius Corporation agrees to sell specific assets to IBM, which may include intellectual property, contracts, machinery, software, patents, trademarks, and any other tangible or intangible assets deemed necessary for the transaction. The assets being purchased by IBM will be detailed in a comprehensive schedule attached to the agreement. The agreement begins with an introductory section, identifying the parties involved and their respective addresses. It further elaborates on the purpose of the agreement and sets the effective date for the asset transfer. The Bexar Texas Sample Asset Purchase Agreement then proceeds to outline the terms and conditions of the purchase. This section encompasses various clauses, including representations and warranties, purchase price, and payment terms. It will also specify any adjustments to the purchase price based on potential liabilities or contingent obligations. Additionally, the agreement defines the obligations of both parties during the transition period. IBM may require certain services from Radius Corporation to facilitate a smooth transfer, and these services will be detailed within the document. Confidentiality and non-compete clauses are crucial aspects of this agreement, preventing either party from disclosing sensitive information or engaging in activities that could harm the other party's business interests. Another section of the agreement discusses risk allocation and indemnification. It clarifies the responsibilities of each party in terms of potential liabilities incurred PRE or post-closing. The agreement will address the transfer of employees, if applicable, and outline any criteria or procedures for the possible absorption of Radius Corporation employees into IBM. Furthermore, dispute resolution mechanisms, such as arbitration or mediation, may be included to resolve any conflicts that may arise during or after the asset purchase. Types of Bexar Texas Sample Asset Purchase Agreements between Radius Corporation and IBM may vary based on the specific assets involved, the transaction scope, and additional terms negotiated by both parties. These variations could include agreements related to software assets, patents and intellectual property assets, real estate or physical property assets, or contractual rights and obligations. In conclusion, the Bexar Texas Sample Asset Purchase Agreement is a comprehensive legal document that serves as a framework for the acquisition of assets between Radius Corporation and International Business Machines Corporation. It covers various essential aspects of the transaction, safeguarding the interests of both parties and ensuring a smooth transfer of assets.

Bexar Texas Sample Asset Purchase Agreement is a legally binding contract between two entities, Radius Corporation and International Business Machines Corporation (IBM), encompassing the acquisition of assets. This document outlines the terms, conditions, and provisions that both parties agree upon regarding the transfer of assets and liabilities. In this agreement, Radius Corporation agrees to sell specific assets to IBM, which may include intellectual property, contracts, machinery, software, patents, trademarks, and any other tangible or intangible assets deemed necessary for the transaction. The assets being purchased by IBM will be detailed in a comprehensive schedule attached to the agreement. The agreement begins with an introductory section, identifying the parties involved and their respective addresses. It further elaborates on the purpose of the agreement and sets the effective date for the asset transfer. The Bexar Texas Sample Asset Purchase Agreement then proceeds to outline the terms and conditions of the purchase. This section encompasses various clauses, including representations and warranties, purchase price, and payment terms. It will also specify any adjustments to the purchase price based on potential liabilities or contingent obligations. Additionally, the agreement defines the obligations of both parties during the transition period. IBM may require certain services from Radius Corporation to facilitate a smooth transfer, and these services will be detailed within the document. Confidentiality and non-compete clauses are crucial aspects of this agreement, preventing either party from disclosing sensitive information or engaging in activities that could harm the other party's business interests. Another section of the agreement discusses risk allocation and indemnification. It clarifies the responsibilities of each party in terms of potential liabilities incurred PRE or post-closing. The agreement will address the transfer of employees, if applicable, and outline any criteria or procedures for the possible absorption of Radius Corporation employees into IBM. Furthermore, dispute resolution mechanisms, such as arbitration or mediation, may be included to resolve any conflicts that may arise during or after the asset purchase. Types of Bexar Texas Sample Asset Purchase Agreements between Radius Corporation and IBM may vary based on the specific assets involved, the transaction scope, and additional terms negotiated by both parties. These variations could include agreements related to software assets, patents and intellectual property assets, real estate or physical property assets, or contractual rights and obligations. In conclusion, the Bexar Texas Sample Asset Purchase Agreement is a comprehensive legal document that serves as a framework for the acquisition of assets between Radius Corporation and International Business Machines Corporation. It covers various essential aspects of the transaction, safeguarding the interests of both parties and ensuring a smooth transfer of assets.