North Dakota Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc.: This comprehensive asset purchase agreement outlines the terms and conditions pertaining to the sale and purchase of assets of the company — Sample. The agreement aims to ensure a smooth and legally sound transaction between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. The following are the key components of this agreement: 1. Parties Involved: a. Orthogonal Pharmaceutical, Inc. — The selling party b. Cygnus, Inc. — The purchasing party 2. Background: The agreement provides a brief overview of the company — Sample's background. This includes its corporate history, business operations, and the reasoning behind the asset sale. 3. Definitions and Interpretation: This section clarifies various terms used throughout the agreement and provides a framework for interpreting legal language. 4. Assets to be Purchased: Detailed descriptions of the assets to be transferred from Orthogonal Pharmaceutical, Inc. to Cygnus, Inc. are listed. This can include tangible assets such as equipment, inventory, and intellectual property rights, as well as intangible assets like customer contracts or trade secrets. 5. Purchase Price: The agreement specifies the consideration for the assets, including the purchase price, payment terms, and any adjustments based on a valuation or audit of the assets. 6. Representations and Warranties: Both parties make certain representations and warranties regarding the assets being sold or purchased. These assurances cover the assets' legality, condition, ownership, and any third-party claims. 7. Covenants: The agreement sets forth obligations and promises made by the parties before, during, and after the asset transfer, such as non-competition agreements, assistance in the transition, and confidentiality. 8. Conditions Precedent and Closing: This section outlines the conditions that must be met before the transaction can proceed, as well as the process for closing the agreement, including the transfer of legal title and possession of the assets. 9. Indemnification: It establishes the parties' responsibilities regarding indemnification for any losses, damages, or liabilities arising from the assets or related to the transaction. 10. Governing Law and Jurisdiction: Specifies that the agreement will be governed by the laws of North Dakota and designates the jurisdiction for any legal disputes. Types of North Dakota Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc.: 1. Exclusive Asset Purchase Agreement: This type of agreement is unique to a particular set of assets or a specific transaction, granting exclusivity to Cygnus, Inc. for the purchase of those assets. 2. Non-Exclusive Asset Purchase Agreement: Unlike the exclusive agreement, this type allows Orthogonal Pharmaceutical, Inc. to negotiate and potentially sell the assets to multiple parties simultaneously. 3. Conditional Asset Purchase Agreement: In this agreement, the sale of assets is conditional upon certain events or milestones being achieved. For example, the completion of due diligence, securing necessary approvals/licenses, or attaining specific financial targets. 4. Purchase Agreement with Earn out Provision: This type of agreement includes a Darn out clause, where a portion of the purchase price is contingent upon the assets achieving specified performance targets or milestones after the transaction is complete. These variations demonstrate the flexibility and customization options inherent in asset purchase agreements.
North Dakota 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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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.
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.
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.
Either the seller or the buyer can prepare a purchase agreement. Like any contract, it can be a standard document that one party uses in the normal course of business or it can be the end result of back-and-forth negotiations.
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.
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.