The District of Columbia Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a legally binding contract that outlines the terms and conditions of the sale and purchase of assets of a company. This agreement is specifically tailored for use in the District of Columbia and conforms to the state's laws and regulations. This comprehensive agreement covers various essential elements of the asset purchase, including but not limited to: 1. Parties Involved: The agreement clearly identifies and defines the parties involved in the transaction, in this case, Orthogonal Pharmaceutical, Inc. as the seller and Cygnus, Inc. as the purchaser. 2. Asset Description: The agreement specifies a detailed description of the assets being sold, such as inventory, intellectual property, equipment, contracts, customer lists, and any other relevant assets. 3. Purchase Price: The agreement outlines the purchase price agreed upon by both parties and the payment terms, including any down payments, installments, or lump-sum payments. 4. Representations and Warranties: Both parties provide assurances that they have the legal authority to enter into this agreement and that all information provided regarding the assets is accurate and complete. This section also addresses any indemnification or liability issues. 5. Closing Conditions: The agreement clearly states the conditions precedent that must be satisfied before the closing of the transaction, such as regulatory approvals, third-party consents, and any required filings or notices. 6. Confidentiality and Non-Competition: This section may include provisions limiting the buyer's use of confidential information obtained during the due diligence process and may include non-compete and non-solicitation clauses. 7. Governing Law and Jurisdiction: As this agreement pertains to the District of Columbia, it specifies that the laws of the District of Columbia shall govern the interpretation and enforcement of the agreement. It also determines the jurisdiction for any disputes, which may be settled through negotiation, mediation, or arbitration. It's important to note that the content described above is merely an overview, and the actual District of Columbia Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. might include additional clauses and provisions specific to the parties' requirements and the nature of the transaction.
District of Columbia Sample Asset Purchase Agreement between Orth-McNeil Pharmaceutical, Inc. and Cygnus, Inc. regarding the sale and purchase of assets of company - Sample
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How to fill out Sample Asset Purchase Agreement Between Orth-McNeil Pharmaceutical, Inc. And Cygnus, Inc. Regarding The Sale And Purchase Of Assets Of Company - Sample?
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It details exactly what assets are to be sold and at what price. This might include tangible assets, such as land, machinery, buildings, equipment and stock. It might also include intangible assets, such as goodwill, intellectual property and customer lists.
An asset purchase (or asset sale) is when a buyer purchases the assets owned by the selling entity. After signing the APA, the seller's business entity transfers ownership of its assets to the buyer's entity, while the seller retains legal ownership of the surviving entity.
The asset purchase agreement is typically drafted by the buyer and seller of the assets. However, in some cases, it may be handled by an attorney.
The Buyer shall hold harmless, indemnify, and defend the Seller and their successors and assigns, against any and all claims, losses, damages, liabilities, and expenses (including, without limitation, settlement costs and legal, accounting, and other expenses in connection therewith) (collectively, the ?Damages?) ...
Hear this out loud PauseASSET PURCHASE AND SALES AGREEMENT THIS AGREEMENT (the ?Agreement?) is made effective this [DATE] by and between [SELLER], (the ?Seller?) and [BUYER] (the ?Buyer?), referred to collectively as ?the Parties.? The Parties have reached an agreement regarding the Buyer's purchase of the [ASSET].