Ohio Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation — Sample This Ohio Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation is a comprehensive legal document outlining the terms and conditions of the asset purchase transaction between the two parties. The agreement specifies various details related to the acquisition of assets, obligations, and liabilities. Key points covered in this agreement include: 1. Parties involved: This section defines the parties involved in the transaction, namely Radius Corporation and International Business Machines Corporation. It outlines the legal names, addresses, and contact information of both entities. 2. Asset purchase: The agreement elaborates on the specific assets being acquired by International Business Machines Corporation from Radius Corporation. This includes a detailed list of assets, such as tangible and intangible property, contracts, intellectual properties, licenses, and more. The condition and valuation of these assets are thoroughly described. 3. Purchase price and payment terms: The agreement states the purchase price for the assets and outlines the payment terms, including the mode and timing of payments. It also covers any adjustments, withholding, and escrow arrangements related to the transaction. 4. Representations and warranties: Both parties make representations and warranties regarding their authority, ownership, and compliance with laws and regulations. They also provide assurances regarding the existence and accuracy of financial statements, absence of undisclosed liabilities, valid contracts, and other aspects relevant to the agreement. 5. Confidentiality and non-competition: The agreement includes provisions relating to confidentiality of information disclosed during the transaction and non-competition commitments from Radius Corporation to International Business Machines Corporation. 6. Transfer of employees: If applicable, the agreement outlines the terms and conditions for the transfer of employees from Radius Corporation to International Business Machines Corporation as part of the asset purchase. This includes employment benefits, employment agreements, and related obligations. 7. Indemnification: The terms for indemnification and limitations of liabilities are defined in this section. Both parties agree to indemnify and hold harmless each other from any claims, losses, damages, or liabilities arising from breach of representations, warranties, or other obligations under the agreement. 8. Governing law and jurisdiction: The agreement specifies that Ohio law governs the interpretation and enforcement of the agreement. It also designates Ohio courts as the exclusive jurisdiction for any disputes arising from the agreement. Different types of Ohio Sample Asset Purchase Agreements between Radius Corporation and International Business Machines Corporation may exist based on specific asset classes, industries, or other factors. These variations might encompass agreements related to the acquisition of technology assets, real estate assets, intellectual properties, or other specific asset categories. It is important to consult with legal professionals to obtain the applicable Ohio Sample Asset Purchase Agreement specific to your requirements and ensure compliance with relevant laws and regulations.
Ohio Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample
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How to fill out Ohio Sample Asset Purchase Agreement Between RadiSys Corporation And International Business Machines Corporation - Sample?
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FAQ
What's the Difference? Generally speaking, an asset purchase is when an individual, either with an existing entity or by forming a new entity (LLC or Corporation), buys the assets of a business without buying the business itself. Asset Purchases entail buying everything that the business owns (the Assets).
How to Write a Business Purchase Agreement? Step 1 ? Parties and Business Information. A business purchase agreement should detail the names of the buyer and seller at the start of the contract. ... Step 2 ? Business Assets. ... Step 3 ? Business Liabilities. ... Step 4 ? Purchase Price. ... Step 5 ? Terms. ... Step 6 ? Signatures.
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.
In an asset sale, the employment relationship is terminated and a new one is created. This means that the seller needs to do all the things that an employer would normally do when terminating an employee, including paying out final wages and vacation pay (where required by contract or state law).
An asset purchase involves the purchase of the selling company's assets -- including facilities, vehicles, equipment, and stock or inventory. A stock purchase involves the purchase of the selling company's stock only.
The purpose of an asset purchase agreement It lets your business get exactly the assets it wants without purchasing anything it does not. It also helps a business limit the potential liabilities it could face. For example, asset purchase agreements are commonly used to purchase: Intellectual property.