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

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• County: Travis
• 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 Travis Texas Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation serves as a legally binding document that outlines the terms and conditions for the purchase and transfer of assets between these two entities. This agreement is applicable to the specific scenario between Radius Corporation and International Business Machines Corporation in Travis Texas. 1. Introduction: The agreement begins with an introduction section that provides a background on the participating parties, including full legal names, addresses, and contact details. It also mentions the purpose of the agreement, emphasizing the asset transfer from Radius Corporation to International Business Machines Corporation. 2. Definitions and Interpretation: This section defines key terms and phrases used throughout the agreement to ensure clarity and avoid any misunderstandings. It helps both parties understand the specific language and terminology used within the document. 3. Asset Description: Here, the agreement provides a comprehensive description of the assets being purchased and transferred, including but not limited to intellectual property rights, software, technology, contracts, customer lists, equipment, furniture, and any additional tangible or intangible properties. 4. Purchase Consideration: This section outlines the total purchase consideration amount, specifying the currency and the agreed-upon payment schedule. It may address payment methods, such as direct bank transfers or escrow accounts. 5. Representations and Warranties: Both parties make certain representations and warranties about their authority to enter into the agreement, ownership and title of assets, absence of conflicting agreements, and compliance with laws and regulations. These representations and warranties are crucial to instill trust and protect the interests of both parties. 6. Closing Conditions: This part includes various conditions that must be fulfilled or satisfied before the completion of the asset purchase agreement. These conditions may involve receiving necessary consents, approvals, or waivers from third parties, regulatory bodies, or shareholders. 7. Indemnification: The indemnification section outlines the responsibilities of both parties to indemnify and hold harmless each other from any losses, damages, or liabilities arising from breach of representations and warranties or non-compliance with contractual obligations. 8. Governing Law and Jurisdiction: This portion identifies the applicable laws and regulations governing the agreement and specifies the jurisdiction or venue where any disputes will be resolved, such as Travis Texas courts or arbitration forums. 9. Termination and Remedies: This section highlights the circumstances under which the agreement can be terminated by either party, providing remedies for breach or non-performance. 10. Confidentiality: Both parties commit to maintaining the confidentiality of any non-public information disclosed during the asset purchase process, ensuring that sensitive matters are not shared with unauthorized parties. Note: The document mentioned above is a fictional example. Please consult legal professionals and refer to official templates for actual asset purchase agreements.

Travis Texas Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation serves as a legally binding document that outlines the terms and conditions for the purchase and transfer of assets between these two entities. This agreement is applicable to the specific scenario between Radius Corporation and International Business Machines Corporation in Travis Texas. 1. Introduction: The agreement begins with an introduction section that provides a background on the participating parties, including full legal names, addresses, and contact details. It also mentions the purpose of the agreement, emphasizing the asset transfer from Radius Corporation to International Business Machines Corporation. 2. Definitions and Interpretation: This section defines key terms and phrases used throughout the agreement to ensure clarity and avoid any misunderstandings. It helps both parties understand the specific language and terminology used within the document. 3. Asset Description: Here, the agreement provides a comprehensive description of the assets being purchased and transferred, including but not limited to intellectual property rights, software, technology, contracts, customer lists, equipment, furniture, and any additional tangible or intangible properties. 4. Purchase Consideration: This section outlines the total purchase consideration amount, specifying the currency and the agreed-upon payment schedule. It may address payment methods, such as direct bank transfers or escrow accounts. 5. Representations and Warranties: Both parties make certain representations and warranties about their authority to enter into the agreement, ownership and title of assets, absence of conflicting agreements, and compliance with laws and regulations. These representations and warranties are crucial to instill trust and protect the interests of both parties. 6. Closing Conditions: This part includes various conditions that must be fulfilled or satisfied before the completion of the asset purchase agreement. These conditions may involve receiving necessary consents, approvals, or waivers from third parties, regulatory bodies, or shareholders. 7. Indemnification: The indemnification section outlines the responsibilities of both parties to indemnify and hold harmless each other from any losses, damages, or liabilities arising from breach of representations and warranties or non-compliance with contractual obligations. 8. Governing Law and Jurisdiction: This portion identifies the applicable laws and regulations governing the agreement and specifies the jurisdiction or venue where any disputes will be resolved, such as Travis Texas courts or arbitration forums. 9. Termination and Remedies: This section highlights the circumstances under which the agreement can be terminated by either party, providing remedies for breach or non-performance. 10. Confidentiality: Both parties commit to maintaining the confidentiality of any non-public information disclosed during the asset purchase process, ensuring that sensitive matters are not shared with unauthorized parties. Note: The document mentioned above is a fictional example. Please consult legal professionals and refer to official templates for actual asset purchase agreements.