Tennessee Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation - Sample

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9333
• Format: Word; Rich Text

Description

Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation dated December 29, 1999. 4 pages.

A Tennessee Sample Asset Purchase Agreement is a legally binding document that outlines the terms and conditions of an asset purchase transaction between Centennial Technologies, Inc. (seller) and Intel Corporation (buyer). This agreement governs the transfer of specific assets, such as intellectual property, equipment, and contracts, from the seller to the buyer. Key terms and provisions covered in this agreement include: 1. Parties: Identifies the seller, Centennial Technologies, Inc., and the buyer, Intel Corporation, as the main entities involved in the transaction. 2. Asset Description: Provides a detailed description of the assets being transferred, including tangible assets (e.g., machinery, inventory) and intangible assets (e.g., patents, trademarks). 3. Purchase Price: Specifies the agreed-upon purchase price for the assets, which may be paid in cash or through a combination of cash and stock consideration. 4. Allocation of Purchase Price: Outlines how the purchase price is allocated among the different assets being acquired. This allocation has tax implications and may affect the depreciation or amortization schedule for the buyer. 5. Representations and Warranties: Includes statements made by the seller about the assets being sold, such as their ownership, absence of liens or encumbrances, and their compliance with applicable laws and regulations. 6. Indemnification: Sets forth the obligations of the seller to indemnify the buyer against any losses, liabilities, claims, or damages arising from misrepresentation, breach of warranty, or non-fulfillment of any covenant under the agreement. 7. Closing Conditions: Outlines the conditions that must be satisfied or waived before the closing of the transaction, such as obtaining necessary approvals or consents, and compliance with any applicable laws. 8. Governing Law and Jurisdiction: Determines the state laws of Tennessee that will govern the interpretation and enforcement of the agreement and identifies the courts that will have jurisdiction over any disputes. Different types of Tennessee Sample Asset Purchase Agreements between Centennial Technologies, Inc. and Intel Corporation — Sample may include variations based on the specific assets being transferred, the purchase price, and the specific terms negotiated between the parties. For example, there might be different agreements for the acquisition of intellectual property assets, equipment assets, or contracts/assets located in different jurisdictions. Each agreement would have unique provisions tailored to address the nature of the assets and the specific needs of the parties involved.