Title: Oklahoma Sample Asset Purchase Agreement: Sale and Purchase of Assets between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. Introduction: This article provides a detailed description of an Oklahoma Sample Asset Purchase Agreement between two pharmaceutical companies, Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. The agreement outlines the terms and conditions of the sale and purchase of assets of the company. Here we will explore the various types of assets covered in this sample agreement. 1. Overview of the Agreement: The Oklahoma Sample Asset Purchase Agreement is a legally binding document between Orthogonal Pharmaceutical, Inc. (Seller) and Cygnus, Inc. (Buyer). This agreement governs the sale and purchase of specific assets from the Seller's company by the Buyer. 2. Key Assets Covered: The Agreement encompasses a wide range of assets including, but not limited to: a) Intellectual Property: The sale and purchase of patents, trademarks, copyrights, and any proprietary technology owned by the Seller. b) Tangible Assets: Any physical property or assets owned by the Seller such as machinery, equipment, inventory, and real estate. c) Contracts: The transfer of contracts, agreements, leases, licenses, and permits related to the Seller's business operations. d) Goodwill: The transfer of the Seller's reputation, customer base, and other intangibles that contribute to its business value. e) Financial Assets: The transfer of accounts receivable, debts, and financial instruments held by the Seller. f) Employees: The terms and conditions for the transfer or termination of employees associated with the purchased assets. 3. Purchase Price and Payment Terms: This section of the agreement outlines the agreed-upon purchase price for the assets and the payment terms. It may include specific provisions for installment payments, adjustment mechanisms, or escrow arrangements to ensure a smooth transaction. 4. Representations and Warranties: Both parties provide assurances to each other regarding their rights, ownership, authority, and legal compliance concerning the assets being sold. This section typically covers the accuracy of financial statements, absence of litigation, intellectual property ownership, and other relevant disclosures. 5. Conditions Precedent: The agreement may include conditions that must be fulfilled before the purchase can be completed. Such conditions might involve regulatory or governmental approvals, third-party consents, or other necessary steps to ensure a legally valid transaction. 6. Indemnification and Limitations of Liability: This section addresses the allocation of risks between the Buyer and Seller after the completion of the purchase. It defines the scope and limitations of indemnification for potential claims, breaches, or losses arising from the assets sold. 7. Governing Law and Dispute Resolution: The agreement specifies the governing law for the transaction, such as the laws of the state of Oklahoma, and outlines the mechanisms for dispute resolution, including arbitration or litigation. Conclusion: The Oklahoma Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a comprehensive legal document governing the sale and purchase of various assets. This agreement ensures that both parties are protected and their rights and obligations are clearly defined. It covers different types of assets, purchase price, representations, conditions precedent, and dispute resolution mechanisms.
Oklahoma 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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How to fill out Oklahoma 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.
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.
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.
Letter of Intent vs. The Letter of Intent differs plenty from the Definitive Purchase Agreement. First, not all aspects of the LOI are legally binding, but the entire Purchase Agreement is almost always legally binding. The Purchase Agreement is the most important document, while the LOI is the prototype document.
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.