Riverside California 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: Riverside
• 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. Riverside, California is a vibrant city located in the Inland Empire region of Southern California. Known for its picturesque landscapes, diverse population, and thriving economy, Riverside offers a plethora of opportunities and attractions for both residents and businesses. In terms of the asset purchase agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc., this legal document outlines the terms and conditions involved in the sale and purchase of assets of a company. Specifically tailored for this transaction, the Sample Asset Purchase Agreement ensures a smooth transfer of assets, protecting the rights and interests of both parties involved. Key terms and sections covered in the Riverside California Sample Asset Purchase Agreement may include: 1. Parties: Identifies Orthogonal Pharmaceutical, Inc. as the selling party and Cygnus, Inc. as the purchasing party. 2. Objective: Defines the purpose of the agreement, emphasizing the sale and purchase of assets of the company. 3. Definitions: Clearly establishes the meaning of important terms used throughout the agreement, ensuring clarity and understanding. 4. Purchase Price: Specifies the agreed-upon purchase price for the assets, including any adjustments or considerations. 5. Asset Description: Provides a detailed list and description of the assets being transferred, including any intellectual property, real estate, equipment, inventory, contracts, or licenses. 6. Representations and Warranties: Sets forth the assurances made by both parties regarding the assets being sold, covering the accuracy of financial statements, absence of liens/encumbrances, compliance with laws, and any pending or threatened litigation. 7. Covenants: Outlines the obligations and responsibilities of both parties PRE and post-closing, such as employee transfers, non-compete agreements, and non-solicitation of customers. 8. Conditions to Closing: Lists the conditions that must be satisfied or waived by both parties in order to complete the asset purchase agreement, such as regulatory approvals, third-party consents, or due diligence reviews. 9. Indemnification: Establishes the framework for indemnification in case of any breaches, misrepresentations, or liabilities associated with the assets being sold. 10. Governing Law: Specifies the jurisdiction and laws under which the agreement will be interpreted and enforced. It is important to note that while the specific agreement mentioned in the question is a sample asset purchase agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc., there may be variations or modifications of this agreement depending on the specific circumstances, assets involved, and the preferences of the parties.

Riverside, California is a vibrant city located in the Inland Empire region of Southern California. Known for its picturesque landscapes, diverse population, and thriving economy, Riverside offers a plethora of opportunities and attractions for both residents and businesses. In terms of the asset purchase agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc., this legal document outlines the terms and conditions involved in the sale and purchase of assets of a company. Specifically tailored for this transaction, the Sample Asset Purchase Agreement ensures a smooth transfer of assets, protecting the rights and interests of both parties involved. Key terms and sections covered in the Riverside California Sample Asset Purchase Agreement may include: 1. Parties: Identifies Orthogonal Pharmaceutical, Inc. as the selling party and Cygnus, Inc. as the purchasing party. 2. Objective: Defines the purpose of the agreement, emphasizing the sale and purchase of assets of the company. 3. Definitions: Clearly establishes the meaning of important terms used throughout the agreement, ensuring clarity and understanding. 4. Purchase Price: Specifies the agreed-upon purchase price for the assets, including any adjustments or considerations. 5. Asset Description: Provides a detailed list and description of the assets being transferred, including any intellectual property, real estate, equipment, inventory, contracts, or licenses. 6. Representations and Warranties: Sets forth the assurances made by both parties regarding the assets being sold, covering the accuracy of financial statements, absence of liens/encumbrances, compliance with laws, and any pending or threatened litigation. 7. Covenants: Outlines the obligations and responsibilities of both parties PRE and post-closing, such as employee transfers, non-compete agreements, and non-solicitation of customers. 8. Conditions to Closing: Lists the conditions that must be satisfied or waived by both parties in order to complete the asset purchase agreement, such as regulatory approvals, third-party consents, or due diligence reviews. 9. Indemnification: Establishes the framework for indemnification in case of any breaches, misrepresentations, or liabilities associated with the assets being sold. 10. Governing Law: Specifies the jurisdiction and laws under which the agreement will be interpreted and enforced. It is important to note that while the specific agreement mentioned in the question is a sample asset purchase agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc., there may be variations or modifications of this agreement depending on the specific circumstances, assets involved, and the preferences of the parties.