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

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• County: Harris
• 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 Title: Harris Texas Sample Asset Purchase Agreement: A comprehensive overview of the agreement between Radius Corporation and International Business Machines Corporation Introduction: The Harris Texas Sample Asset Purchase Agreement represents an important partnership between Radius Corporation and International Business Machines Corporation (IBM). This detailed description provides insights into the key aspects, terms, and conditions of the agreement, highlighting the parties involved, the assets transferred, and the legal implications. 1. Parties Involved: a) Radius Corporation: A technology company specializing in providing solutions for communications network infrastructure. b) International Business Machines Corporation (IBM): A multinational technology corporation, recognized for its hardware, software, and services. 2. Agreement Overview: The Harris Texas Sample Asset Purchase Agreement outlines the purchase and transfer of assets between Radius Corporation and IBM. It serves as a legally binding document that defines the terms and conditions, safeguarding the rights and obligations of both parties. 3. Asset Transfer: The agreement addresses the assets to be transferred from Radius Corporation to IBM. These assets may include but are not limited to: a) Intellectual Property: Patents, trademarks, copyrights, trade secrets, and proprietary technology owned by Radius Corporation. b) Tangible Assets: Equipment, machinery, inventory, physical assets, and tangible property located in Harris, Texas. c) Contracts and Agreements: Existing contracts, licenses, leases, and agreements involving Radius Corporation's operations in Harris, Texas. 4. Consideration and Purchase Price: The Asset Purchase Agreement establishes the purchase price and the mode of payment agreed upon by both parties. Essential details regarding the consideration, payment terms, and potential adjustments are thoroughly addressed. 5. Representations and Warranties: Radius Corporation and IBM provide mutual representations and warranties regarding various aspects of the asset transfer, ensuring the accuracy, legality, and non-infringement of the assets being transferred. These representations cover areas such as title ownership, compliance with laws, and absence of undisclosed liabilities. 6. Closing Conditions: This section outlines the requirements that must be fulfilled for the successful completion of the asset transfer. Such conditions may include regulatory approvals, third-party consents, and compliance with applicable laws. 7. Indemnification and Limitation of Liability: The Harris Texas Sample Asset Purchase Agreement includes provisions for indemnification, specifying the responsibilities and potential liabilities of each party in case of breach or violation of the agreement. The agreement also outlines the limitations of liability to protect both parties from excessive financial risks. Conclusion: The Harris Texas Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation (IBM) is a significant legal document that carefully addresses the transfer of assets from Radius Corporation to IBM. It encompasses various crucial aspects, including asset identification, consideration, representations, warranties, closing conditions, and indemnification. This agreement serves as a vital foundation for a successful collaboration and sets the legal framework for the smooth transfer of assets in Harris, Texas. Additional Types of Harris Texas Sample Asset Purchase Agreement between Radius Corporation and IBM (if applicable): — Harris Texas Sample Asset Purchase Agreement for Intellectual Property Sale. — Harris Texas Sample Asset Purchase Agreement for Tangible Asset Acquisition. — Harris Texas Sample Asset Purchase Agreement for Contractual Obligation Transfer.

Title: Harris Texas Sample Asset Purchase Agreement: A comprehensive overview of the agreement between Radius Corporation and International Business Machines Corporation Introduction: The Harris Texas Sample Asset Purchase Agreement represents an important partnership between Radius Corporation and International Business Machines Corporation (IBM). This detailed description provides insights into the key aspects, terms, and conditions of the agreement, highlighting the parties involved, the assets transferred, and the legal implications. 1. Parties Involved: a) Radius Corporation: A technology company specializing in providing solutions for communications network infrastructure. b) International Business Machines Corporation (IBM): A multinational technology corporation, recognized for its hardware, software, and services. 2. Agreement Overview: The Harris Texas Sample Asset Purchase Agreement outlines the purchase and transfer of assets between Radius Corporation and IBM. It serves as a legally binding document that defines the terms and conditions, safeguarding the rights and obligations of both parties. 3. Asset Transfer: The agreement addresses the assets to be transferred from Radius Corporation to IBM. These assets may include but are not limited to: a) Intellectual Property: Patents, trademarks, copyrights, trade secrets, and proprietary technology owned by Radius Corporation. b) Tangible Assets: Equipment, machinery, inventory, physical assets, and tangible property located in Harris, Texas. c) Contracts and Agreements: Existing contracts, licenses, leases, and agreements involving Radius Corporation's operations in Harris, Texas. 4. Consideration and Purchase Price: The Asset Purchase Agreement establishes the purchase price and the mode of payment agreed upon by both parties. Essential details regarding the consideration, payment terms, and potential adjustments are thoroughly addressed. 5. Representations and Warranties: Radius Corporation and IBM provide mutual representations and warranties regarding various aspects of the asset transfer, ensuring the accuracy, legality, and non-infringement of the assets being transferred. These representations cover areas such as title ownership, compliance with laws, and absence of undisclosed liabilities. 6. Closing Conditions: This section outlines the requirements that must be fulfilled for the successful completion of the asset transfer. Such conditions may include regulatory approvals, third-party consents, and compliance with applicable laws. 7. Indemnification and Limitation of Liability: The Harris Texas Sample Asset Purchase Agreement includes provisions for indemnification, specifying the responsibilities and potential liabilities of each party in case of breach or violation of the agreement. The agreement also outlines the limitations of liability to protect both parties from excessive financial risks. Conclusion: The Harris Texas Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation (IBM) is a significant legal document that carefully addresses the transfer of assets from Radius Corporation to IBM. It encompasses various crucial aspects, including asset identification, consideration, representations, warranties, closing conditions, and indemnification. This agreement serves as a vital foundation for a successful collaboration and sets the legal framework for the smooth transfer of assets in Harris, Texas. Additional Types of Harris Texas Sample Asset Purchase Agreement between Radius Corporation and IBM (if applicable): — Harris Texas Sample Asset Purchase Agreement for Intellectual Property Sale. — Harris Texas Sample Asset Purchase Agreement for Tangible Asset Acquisition. — Harris Texas Sample Asset Purchase Agreement for Contractual Obligation Transfer.