North Carolina Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation This sample asset purchase agreement outlines the terms and conditions of the transaction between Radius Corporation, the seller, and International Business Machines Corporation (IBM), the buyer. The agreement covers the transfer of certain assets from Radius Corporation to IBM. Key terms and conditions of the agreement include: 1. Purchase Price: The purchase price for the assets being transferred shall be determined based on the valuation conducted by a mutually agreed upon independent third-party appraiser. 2. Assets Included: The agreement specifies the assets being sold, which may include tangible assets such as equipment, inventory, and licenses, as well as intangible assets like intellectual property rights, trademarks, and customer contracts. 3. Excluded Assets: The agreement identifies any assets that shall be excluded from the transaction, such as certain accounts receivable or liabilities. 4. Representations and Warranties: Both parties make various representations and warranties regarding their respective authority, legal status, and the accuracy of the provided information. 5. Closing Conditions: The agreement sets forth the conditions that must be met before the closing of the transaction can occur. These conditions may include obtaining necessary governmental approvals or consents, as well as the absence of any material adverse changes in the business. 6. Confidentiality: The parties agree to maintain the confidentiality of any non-public information disclosed during the negotiation and execution of the agreement. 7. Indemnification: The agreement establishes the indemnification obligations of both parties in relation to any breaches or claims arising from the transaction. Different types of North Carolina Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation may include: 1. Non-Disclosure Agreement (NDA): A separate NDA might be required at the initial stages of the negotiation process to ensure the protection of proprietary information disclosed between the parties. 2. Letter of Intent (LOI): This document can precede the asset purchase agreement and outlines the basic terms and conditions of the proposed transaction, providing a framework for future negotiation. 3. Bill of Sale: Following the asset purchase agreement, a bill of sale can be executed to effectuate the transfer of the assets and establish the buyer's ownership. 4. Transition Services Agreement: In some cases, a separate agreement may be required to outline the provision of transition services by the seller to the buyer for a specified period post-closing. It's important to note that the provided descriptions and terms are general in nature and may vary depending on the specific circumstances of the asset purchase agreement. Legal advice from qualified professionals is recommended when drafting or reviewing such agreements.
North Carolina Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample
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FAQ
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.
In most cases, the buyer`s attorney will draft the APA. This is because the buyer is the party that is taking on the risk associated with the purchase of the assets. The attorney will ensure that the APA includes all of the necessary terms to protect the buyer`s interests.
Typically, the buyer starts by sending a signed PSA to the seller. If the seller accepts the terms, they will sign it. If the seller counteroffers, they will sign the counteroffer and send it to the buyer.
An asset purchase agreement is a legal contract to buy the assets of a business. It can also be used to purchase specific assets from a business, especially if they are significant in value.
Most often, the buyer's real estate agent will write up and prepare the purchase agreement for a house. Note that agents (not being practicing attorneys themselves) can't create their own contracts.
The asset purchase agreement is typically prepared by the buyer's lawyer. However, it is important to have the agreement reviewed by a business lawyer to ensure that all assets are properly transferred and that the purchase price is fair.