Nebraska Sample Asset Purchase Agreement between Third Tier Subsidiary of Corporation (Seller) and Second Tier Subsidiary of Unrelated Corporation (Buyer) 1. Overview and Introduction: This Nebraska Sample Asset Purchase Agreement is a legally binding contract entered into between the third tier subsidiary of a corporation acting as the seller and the second tier subsidiary of an unrelated corporation acting as the buyer. The agreement outlines the terms, conditions, and agreements related to the purchase and sale of specific assets by the buyer from the seller. 2. Definitions: This section includes a list of defined terms used throughout the agreement, ensuring clear understanding and interpretation of the document by both parties. 3. Purchase and Sale of Assets: Describes the assets being sold, including but not limited to tangible and intangible assets, inventory, contracts, licenses, permits, intellectual property rights, real estate, and any other relevant items. 4. Purchase Price and Payment Terms: Specifies the purchase price agreed upon by the parties, the payment method, and any terms or conditions related to the payment, such as installment options, escrow arrangements, or adjustments based on closing date. 5. Representations and Warranties: Seller provides representations and warranties regarding the condition, ownership, and validity of the assets being sold. Additionally, parties may include representations and warranties related to compliance with laws, absence of litigation, and regulatory approvals. 6. Transfer of Assets: Details the transfer process for the assets, including any necessary procedures, permits, or consents required by law. Parties may include provisions regarding the transfer of contracts, licenses, and other obligations associated with the assets. 7. Closing Conditions: Outlines the conditions that both parties must fulfill before the closing of the transaction can take place. This may include regulatory approvals, third-party consents, and other necessary arrangements. 8. Indemnification: Specifies the indemnification rights and obligations of both parties related to any claims or liabilities arising out of the assets being sold. Parties may include limitations on indemnification, thresholds, and procedures for making claims. 9. Termination: Includes provisions for termination of the agreement, describing the circumstances under which either party can terminate the agreement before closing. Parties may outline the consequences of termination, such as the allocation of expenses or return of confidential information. 10. Governing Law and Dispute Resolution: States the governing law that will apply to the agreement and any disputes arising from it. Parties may agree to resolve disputes through arbitration or litigation in a specific jurisdiction. 11. Confidentiality: Addresses the obligations of both parties to maintain the confidentiality of any non-public information exchanged during the negotiation and execution of the agreement. 12. Entire Agreement and Amendments: States that the asset purchase agreement constitutes the entire agreement between the parties and supersedes any prior discussions or agreements. Parties may include provisions related to the amendment or modification of the agreement. Types of Nebraska Sample Asset Purchase Agreements: 1. Nebraska Sample Asset Purchase Agreement (Stock Sale): Involves the sale of shares or stock of a third-tier subsidiary by the seller to the second-tier subsidiary of an unrelated corporation acting as the buyer. 2. Nebraska Sample Asset Purchase Agreement (Asset Sale): In this type of agreement, the seller transfers specific assets to the buyer, while retaining ownership of the remaining assets not included in the sale. 3. Nebraska Sample Asset Purchase Agreement (Bulk Sale): This agreement is specifically designed for the sale of assets in bulk, where multiple assets are sold as a single unit to the buyer. It is important to consult with legal professionals and customize the agreement to fit the specific circumstances and requirements of the parties involved.
Nebraska Sample Asset Purchase Agreement between third tier subsidiary of corporation (Seller) and second tier subsidiary of unrelated corporation (Buyer)
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How to fill out Nebraska Sample Asset Purchase Agreement Between Third Tier Subsidiary Of Corporation (Seller) And Second Tier Subsidiary Of Unrelated Corporation (Buyer)?
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An acquisition is a transaction whereby companies, organizations, and/or their assets are acquired for some consideration by another company. Some examples of acquisitions include: Google's $50 million acquisition of Android in 2005. Pfizer's $90 billion acquisition of Warner-Lambert in 2000.
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.
In making an asset sale, the seller remains as the legal owner of the entity. At the same time, the buyer purchases individual assets of the company, such as equipment, licenses, goodwill, customer lists, and inventory.
In an asset purchase, the buyer will only buy certain assets of the seller's company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer. The transfer of ownership of certain assets may need to be confirmed with filings, such as titles to transfer real estate.
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.
There are two core methods to buy or sell a business: an asset purchase or a share purchase. An asset purchase requires the sale of individual assets. A share purchase requires the purchase of 100 percent of the shares of a company, effectively transferring all of the company's assets and liabilities to the purchaser.
In an asset purchase, the buyer agrees to purchase specific assets and liabilities. This means that they only take on the risks of those specific assets. This could include equipment, fixtures, furniture, licenses, trade secrets, trade names, accounts payable and receivable, and more.
What is an asset purchase agreement? An asset purchase agreement is an agreement between a buyer and a seller to purchase property, like business assets or real property, either on their own or as part of a merger-acquisition.