South Dakota Sample Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9178
• Format: Word; Rich Text

Description

Asset Purchase Agreement between RadiSys Corporation and International Business Machines Corporation dated December 17, 1999. 30 pages

South Dakota Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation: This Sample Asset Purchase Agreement between Radius Corporation (hereinafter referred to as "Seller") and International Business Machines Corporation (hereinafter referred to as "Buyer") is a legally binding document outlining the terms and conditions for the purchase and sale of certain assets in South Dakota. 1. Asset Description: This agreement pertains to the sale of specific assets, as listed in Exhibit A, which includes tangible and intangible assets such as equipment, intellectual property rights, contracts, customer lists, software, and other related assets located in South Dakota. 2. Purchase Price: The agreed-upon purchase price for the assets shall be stated in Exhibit B, along with the payment terms, including any applicable adjustments, allocation, or escrow arrangements. 3. Assumed Liabilities: The buyer shall assume certain liabilities related to the purchased assets as defined in Exhibit C. This may include accounts payable, contingent liabilities, or any other liabilities explicitly mentioned. 4. Closing Date and Conditions Precedent: The closing of the asset purchase shall occur on the date specified in Exhibit D, subject to the fulfillment of certain conditions precedent, including but not limited to obtaining necessary regulatory approvals and third-party consents. 5. Representations and Warranties: Both parties shall provide representations and warranties regarding their authority, ownership of assets, absence of undisclosed liabilities, and compliance with laws, among others. These representations and warranties are defined in Exhibit E. 6. Indemnification: The agreement shall include provisions outlining the indemnification obligations of both the seller and the buyer in case of any breach of representations, warranties, or covenants. The indemnification process is detailed in Exhibit F. 7. Confidentiality: The parties agree to maintain the confidentiality of all non-public information exchanged during the negotiation and execution of this agreement, as outlined in Exhibit G. 8. Governing Law and Dispute Resolution: The agreement shall be governed by the laws of the state of South Dakota. Any disputes arising from this agreement shall be resolved through arbitration or litigation as mentioned in Exhibit H. Types of South Dakota Sample Asset Purchase Agreement between Radius Corporation and International Business Machines Corporation: 1. Asset Purchase Agreement — Technology Division: This specific agreement addresses the purchase and sale of assets related to Radius Corporation's technology division located in South Dakota. 2. Asset Purchase Agreement — Manufacturing Facilities: This agreement focuses on the acquisition of assets pertaining to Radius Corporation's manufacturing facilities in South Dakota by International Business Machines Corporation. 3. Asset Purchase Agreement — Intellectual Property Rights: In this agreement, the primary emphasis is on the transfer of intellectual property rights, patents, and copyrights from Radius Corporation to International Business Machines Corporation in South Dakota. 4. Asset Purchase Agreement — Customer Contracts: This agreement specifically deals with the acquisition of customer contracts and associated assets held by Radius Corporation in South Dakota. Note: The above types are examples, and the actual types of asset purchase agreements may vary based on the specific assets being traded between the parties.