Arizona Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample 1. Introduction: This Arizona Sample Asset Purchase Agreement is entered into between Radius Corporation ("Seller") and International Business Machines Corporation ("Buyer"). This agreement outlines the terms and conditions for the purchase of assets by Buyer from Seller. 2. Background: This section provides an overview of the parties involved, their respective backgrounds, and the purpose of the agreement. It establishes the context for the asset purchase transaction. 3. Definitions: Various key terms used throughout the agreement are clearly defined to ensure both parties have a mutual understanding of their meanings and interpretations. 4. Purchase and Sale of Assets: This section outlines the specific assets being purchased by Buyer, including intellectual property, tangible assets, contracts, and business goodwill. The terms of the purchase, such as the purchase price and payment terms, are also detailed. 5. Representations and Warranties: Seller provides representations and warranties regarding the assets being sold, ensuring they are valid, legally owned, and free from any encumbrances. Buyer has the right to rely on these representations during the transaction. 6. Conditions Precedent: Preconditions that must be satisfied before the completion of the asset purchase are listed in this section. These may include regulatory approvals, third-party consents, or satisfactory due diligence. 7. Closing: The obligations and responsibilities of both parties at the closing stage are defined. It includes the delivery of the assets, final purchase price adjustments, and other necessary actions to transfer ownership. 8. Indemnification: This section outlines the indemnification provisions, specifying the responsibilities of both parties for any breaches of representations, warranties, or other terms of the agreement. 9. Confidentiality and Non-Disclosure: The parties agree to maintain the confidentiality of any non-public information disclosed during the negotiation and execution of the agreement. 10. Governing Law and Dispute Resolution: The agreement identifies Arizona as the governing law jurisdiction and provides details on dispute resolution mechanisms, such as mediation or arbitration. 11. Termination: The circumstances under which either party can terminate the agreement before the closing are listed, along with the consequences of termination, including any costs or fees. 12. Miscellaneous: This section covers various additional provisions, such as notices, entire agreement clause, amendments, and assignment restrictions. Additional types of Arizona Sample Asset Purchase Agreements between Radius Corporation and International Business Machines Corporation may include: — Asset Purchase Agreement for a specific business division or product line — Asset Purchase Agreement for the acquisition of intellectual property rights only — Asset Purchase Agreement for the acquisition of real estate assets related to a specific business unit — Asset Purchase Agreement for the acquisition of customer contracts and accounts only These variations would have specific terms and clauses tailored to the nature of the assets being purchased.
Arizona Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample
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