Hennepin Minnesota Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• County: Hennepin
• 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 Hennepin County, Minnesota — Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation: In this Sample Asset Purchase Agreement, Radius Corporation (referred to as "Seller") and International Business Machines Corporation (referred to as "Buyer") enter into a comprehensive agreement pertaining to the purchase and sale of certain assets. Hennepin County, Minnesota serves as the jurisdiction for this agreement. This Sample Asset Purchase Agreement encompasses various key aspects, encompassing the following: 1. Definitions: Clearly outlines and defines the terms used within the agreement, ensuring a common understanding between both parties. 2. Purchase and Sale of Assets: Provides a detailed description of the assets to be purchased, including tangible and intangible assets, such as technology, patents, copyrights, trademarks, customer lists, and contracts. 3. Purchase Price: Specifies the total consideration for the assets, which may include a combination of cash, promissory notes, and assumed liabilities. 4. Closing Conditions: Outlines the necessary conditions for the completion of the asset purchase, including obtaining necessary approvals, consents, and the absence of any material adverse change. 5. Representations and Warranties: Details the assurances made by both parties regarding their authority to enter into the agreement, ownership of assets, absence of litigation, and compliance with laws, among others. 6. Indemnification: Addresses the responsibilities of each party in case of any claims, costs, damages, or liabilities arising from a breach of representations, warranties, or any other obligations. 7. Governing Law and Jurisdiction: Specifies that Hennepin County, Minnesota is the chosen jurisdiction for resolving any disputes under this agreement, along with outlining the applicable laws and regulations. While the provided description covers the general aspects of a Sample Asset Purchase Agreement concerning Radius Corporation and International Business Machines Corporation, it's worth mentioning that specific variations or additional types of agreements may exist, potentially addressing unique situations or different jurisdictions. However, for the given parameters, this sample provides a comprehensive overview of a typical asset purchase agreement.

Hennepin County, Minnesota — Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation: In this Sample Asset Purchase Agreement, Radius Corporation (referred to as "Seller") and International Business Machines Corporation (referred to as "Buyer") enter into a comprehensive agreement pertaining to the purchase and sale of certain assets. Hennepin County, Minnesota serves as the jurisdiction for this agreement. This Sample Asset Purchase Agreement encompasses various key aspects, encompassing the following: 1. Definitions: Clearly outlines and defines the terms used within the agreement, ensuring a common understanding between both parties. 2. Purchase and Sale of Assets: Provides a detailed description of the assets to be purchased, including tangible and intangible assets, such as technology, patents, copyrights, trademarks, customer lists, and contracts. 3. Purchase Price: Specifies the total consideration for the assets, which may include a combination of cash, promissory notes, and assumed liabilities. 4. Closing Conditions: Outlines the necessary conditions for the completion of the asset purchase, including obtaining necessary approvals, consents, and the absence of any material adverse change. 5. Representations and Warranties: Details the assurances made by both parties regarding their authority to enter into the agreement, ownership of assets, absence of litigation, and compliance with laws, among others. 6. Indemnification: Addresses the responsibilities of each party in case of any claims, costs, damages, or liabilities arising from a breach of representations, warranties, or any other obligations. 7. Governing Law and Jurisdiction: Specifies that Hennepin County, Minnesota is the chosen jurisdiction for resolving any disputes under this agreement, along with outlining the applicable laws and regulations. While the provided description covers the general aspects of a Sample Asset Purchase Agreement concerning Radius Corporation and International Business Machines Corporation, it's worth mentioning that specific variations or additional types of agreements may exist, potentially addressing unique situations or different jurisdictions. However, for the given parameters, this sample provides a comprehensive overview of a typical asset purchase agreement.