Franklin Ohio Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• County: Franklin
• Control #: US-EG-9367
• Format: Word; Rich Text

Description

Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company dated November 17, 1999. 39 pages. Title: Franklin Ohio Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. Introduction: The following is a comprehensive description of the Franklin Ohio Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets. This agreement outlines the terms, conditions, and provisions associated with the transaction, defining the rights and obligations of both parties involved. 1. Asset Purchase Agreement Overview: The Franklin Ohio Sample Asset Purchase Agreement represents a legally binding document governing the transfer of assets from Orthogonal Pharmaceutical, Inc. to Cygnus, Inc. This agreement ensures a smooth and seamless transition as well as protects the interests of all parties involved. 2. Definitions and Interpretation: This section elaborates on the definitions of key terms used within the agreement, ensuring clarity and consistency throughout the document. It includes terms such as "Assets," "Purchase Price," "Closing Date," and the "Effective Date." 3. Asset Description: The Asset Description section provides a detailed breakdown of the assets being sold and purchased, including tangible and intangible assets. It lists items such as manufacturing equipment, intellectual property rights, inventory, customer contracts, and brand trademarks. 4. Purchase Price: This section determines the financial aspects of the agreement, including the purchase price for the assets. It states the payment terms, methods, and any additional considerations involved in the transaction. 5. Obligations and Representations: The obligations and representations section highlights the responsibilities and commitments of both parties. It ensures that all assets are conveyed free of any liens, encumbrances, or claims, and addresses any warranties or guarantees provided by the selling party. 6. Closing Conditions: This section outlines the conditions that must be fulfilled before the closing of the purchase agreement, such as obtaining necessary permits, consents, and approvals, or the absence of any material adverse changes in the business. 7. Confidentiality and Non-Compete: The confidentiality and non-compete clause restricts the disclosing party from divulging confidential information obtained during the transaction process and ensures non-competition within a specific timeframe or geographic area. 8. Indemnification: The indemnification provision covers the circumstances under which either party must compensate the other for any losses, damages, or liabilities incurred due to breaches of warranties, violations, or misrepresentations. 9. Governing Law and Jurisdiction: This section determines the governing law under which the agreement is interpreted and enforced. It also designates the agreed-upon jurisdiction for any legal disputes that may arise from the Asset Purchase Agreement. 10. Termination and Amendment: The Termination and Amendment clause sets out the conditions under which either party can terminate or modify the agreement. It includes termination rights, notices required, and any applicable consequences. Conclusion: The Franklin Ohio Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. facilitates the purchase and sale of assets under specific terms and conditions. This detailed description provides an overview of the key sections and provisions that govern the transaction, ensuring a transparent, fair, and legally compliant agreement between the parties involved.

Title: Franklin Ohio Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. Introduction: The following is a comprehensive description of the Franklin Ohio Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets. This agreement outlines the terms, conditions, and provisions associated with the transaction, defining the rights and obligations of both parties involved. 1. Asset Purchase Agreement Overview: The Franklin Ohio Sample Asset Purchase Agreement represents a legally binding document governing the transfer of assets from Orthogonal Pharmaceutical, Inc. to Cygnus, Inc. This agreement ensures a smooth and seamless transition as well as protects the interests of all parties involved. 2. Definitions and Interpretation: This section elaborates on the definitions of key terms used within the agreement, ensuring clarity and consistency throughout the document. It includes terms such as "Assets," "Purchase Price," "Closing Date," and the "Effective Date." 3. Asset Description: The Asset Description section provides a detailed breakdown of the assets being sold and purchased, including tangible and intangible assets. It lists items such as manufacturing equipment, intellectual property rights, inventory, customer contracts, and brand trademarks. 4. Purchase Price: This section determines the financial aspects of the agreement, including the purchase price for the assets. It states the payment terms, methods, and any additional considerations involved in the transaction. 5. Obligations and Representations: The obligations and representations section highlights the responsibilities and commitments of both parties. It ensures that all assets are conveyed free of any liens, encumbrances, or claims, and addresses any warranties or guarantees provided by the selling party. 6. Closing Conditions: This section outlines the conditions that must be fulfilled before the closing of the purchase agreement, such as obtaining necessary permits, consents, and approvals, or the absence of any material adverse changes in the business. 7. Confidentiality and Non-Compete: The confidentiality and non-compete clause restricts the disclosing party from divulging confidential information obtained during the transaction process and ensures non-competition within a specific timeframe or geographic area. 8. Indemnification: The indemnification provision covers the circumstances under which either party must compensate the other for any losses, damages, or liabilities incurred due to breaches of warranties, violations, or misrepresentations. 9. Governing Law and Jurisdiction: This section determines the governing law under which the agreement is interpreted and enforced. It also designates the agreed-upon jurisdiction for any legal disputes that may arise from the Asset Purchase Agreement. 10. Termination and Amendment: The Termination and Amendment clause sets out the conditions under which either party can terminate or modify the agreement. It includes termination rights, notices required, and any applicable consequences. Conclusion: The Franklin Ohio Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. facilitates the purchase and sale of assets under specific terms and conditions. This detailed description provides an overview of the key sections and provisions that govern the transaction, ensuring a transparent, fair, and legally compliant agreement between the parties involved.