Pennsylvania Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. is a legally binding document outlining the terms and conditions of the sale and purchase of assets between the two companies. This agreement is specifically designed for companies operating in Pennsylvania and addresses the important aspects of the transaction. Here are the key components that are covered in this Pennsylvania Sample Asset Purchase Agreement: 1. Parties: This agreement clearly identifies the participating parties, Orthogonal Pharmaceutical, Inc. as the seller, and Cygnus, Inc. as the buyer. 2. Definitions: The agreement contains a section defining relevant terms and phrases used throughout the document, ensuring a shared understanding between both parties. 3. Purchase and Sale of Assets: This section outlines the specific assets being sold, including intellectual property, real estate, equipment, inventory, contracts, and licenses. It also covers any liabilities that the buyer may assume. 4. Purchase Price and Payment Terms: The agreement details the total purchase price for the assets and sets out the payment terms, including any down payment, installment amounts, and due dates. It may also include clauses for adjustments based on working capital or financial statements. 5. Representations and Warranties: Both parties make various representations and warranties to ensure the accuracy of information shared and to protect each party's interests. These typically cover areas such as authority, title of assets, financial statements, contracts, and compliance with laws. 6. Due Diligence: The agreement may describe the due diligence process conducted by the buyer to evaluate the assets being purchased, including access to financial records, inspection of assets, and review of contracts. 7. Closing Conditions: This section outlines the conditions that must be met before the closing of the transaction can occur. It may include obtaining necessary approvals, permits, and consents, as well as compliance with legal and contractual obligations. 8. Confidentiality and Non-Compete: The agreement may contain confidentiality provisions to protect the sensitive information exchanged during the transaction and impose non-compete obligations on the seller to prevent them from engaging in certain activities that may compete with the buyer's business. 9. Indemnification: This section addresses how indemnification for any losses, claims, or damages will be handled, including the time limits for making claims and the procedures for resolving disputes. 10. Governing Law and Jurisdiction: This agreement is governed by Pennsylvania state law, and any disputes arising from it will be resolved through the courts of Pennsylvania. 11. Entire Agreement and Amendments: The agreement states that it constitutes the entire agreement between the parties and supersedes any prior discussions or agreements. It also outlines the procedures for making amendments or modifications to the agreement. These are some of the critical elements that could be included in a Pennsylvania Sample Asset Purchase Agreement between Orthogonal Pharmaceutical, Inc. and Cygnus, Inc. It is important to note that the specific terms and clauses may vary based on the nature of the transaction and the preferences of the parties involved.
Pennsylvania 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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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.
Unlike a share purchase, where the buyer takes on all of the seller's liabilities, an asset purchase means that the buyer only assumes the risk from the specific assets and liabilities it is acquiring. Share Purchases versus Asset Purchases - Gerald Edelman geraldedelman.com ? insights ? share-purch... geraldedelman.com ? insights ? share-purch...
The buyer's lawyer 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. What is an asset purchase agreement? - Collateral Base collateralbase.com ? asset-purchase-agreement collateralbase.com ? asset-purchase-agreement
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.