Tennessee 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 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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FAQ
What is Full Disclosure? In this section, the Seller affirms that the information it has provided throughout the Transaction Documents is accurate and complete. It is part of the Representations and Warranties of the Seller section.
The representations and warranties allocate risk between the parties and serve as the foundation for an indemnification claim in case of a breach or inaccuracy. A breach or inaccuracy of a representation or warranty can also provide the other party with a right to terminate or refuse to close the transaction.
The Middle Ground: The Condition and Sufficiency of Assets representation asserts that each asset being transferred is in good operating condition and, other than the need for ordinary maintenance and non-material repairs, is suitable for use in the same way as it was being used in the Business prior to the transaction ...
Definitions of the words and terms to be used in the legal instrument. Terms and conditions of the sale and purchase of the assets, including purchase price and terms of the purchase (full payment at close, down payment, subsequent payments, etc.) Terms and conditions of the closing of the agreement, if any.
All of the assets and properties of the Borrower which are reasonably necessary for the operation of its business are in good working condition, ordinary wear and tear excepted, and are able to serve the function for which they are currently being used.
The asset purchase agreement is typically drafted by the buyer and seller of the assets. However, in some cases, it may be handled by an attorney.