Title: Florida Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample Introduction: This Florida Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample outlines the terms and conditions for the transfer of certain assets from Radius Corporation to International Business Machines Corporation (IBM). This agreement is legally binding and covers all aspects related to the purchase, transfer, and ownership of assets within the state of Florida. Key Elements of the Agreement: 1. Parties Involved: The agreement clearly identifies the involved parties Radiusys Corporation and International Business Machines Corporation. 2. Asset Description: The agreement provides a detailed description of the assets being transferred, including tangible and intangible assets, such as equipment, software, patents, trademarks, customer lists, licenses, and contracts. 3. Purchase Price: The agreement specifies the purchase price for the assets as agreed upon by both parties, including any adjustments or considerations. 4. Closing and Effective Date: It outlines the closing date upon which the transfer of assets will take place and determines the date from which the agreement becomes effective. 5. Representations and Warranties: This section of the agreement highlights the statements made by both parties regarding the accuracy of information, ownership of assets, and compliance with legal requirements. 6. Conditions Precedent: The agreement may outline certain conditions that must be met by either party before the transfer can take place, such as obtaining necessary approvals or fulfilling regulatory obligations. 7. Allocation of Liabilities: It clarifies the responsibility for assumed liabilities, including outstanding debts, taxes, warranties, or legal obligations. 8. Confidentiality and Non-Compete: The agreement may include clauses to protect confidential information and prevent competition between the parties. 9. Governing Law and Jurisdiction: This section determines which state laws govern the agreement and specifies the jurisdiction for any disputes that may arise. Types of Florida Sample Asset Purchase Agreements: 1. Florida Sample Asset Purchase Agreement — Software Assets: This specific agreement addresses the transfer of software-related assets, including proprietary software, licenses, and related intellectual property. 2. Florida Sample Asset Purchase Agreement — Manufacturing Equipment: This agreement focuses on the transfer of manufacturing equipment, such as machinery, tools, vehicles, and other tangible assets required for production. 3. Florida Sample Asset Purchase Agreement — Intellectual Property: This agreement specifically covers the transfer of intellectual property assets, including patents, trademarks, copyrights, trade secrets, and other intangible assets. Conclusion: The Florida Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample provides a comprehensive and legally binding framework for the transfer of assets between parties within the state of Florida. The agreement covers various asset types and ensures clarity in terms of ownership, liabilities, and other crucial aspects related to the transfer process.