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

• Category: Corporations - Public - Asset Purchase - Samples
• State: Multi-State
• Control #: US-EG-9003
• Format: Word; Rich Text

Description

Asset Purchase Agreement by and between Centennial Technologies, Inc. and Intel Corporation dated December 29, 1999. 45 pages

Virgin Islands Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation is a legally binding document that outlines the terms and conditions associated with the acquisition of assets by Intel Corporation from Centennial Technologies, Inc. This agreement is specific to the Virgin Islands region and aims to establish a comprehensive framework for the purchase transaction. The following is a detailed description of the content typically included in this agreement: 1. Introduction: The agreement begins with an introduction section that identifies the parties involved, namely Centennial Technologies, Inc. (referred to as the "Seller") and Intel Corporation (referred to as the "Buyer"). It also states the intent of both parties to enter into this agreement for the purchase of assets. 2. Asset Description: This section provides a detailed description of the specific assets being purchased by Intel Corporation from Centennial Technologies, Inc. It includes a comprehensive list of assets, such as tangible property, inventory, intellectual property rights, contracts, licenses, and any other assets agreed upon by both parties. 3. Purchase Price and Payment Terms: This section outlines the agreed-upon purchase price for the assets and defines the payment terms, including any down payment, installment payments, or any other payment arrangements. It may also specify any adjustments to the purchase price based on certain conditions or contingencies, such as adjustments for working capital or liabilities. 4. Representations and Warranties: Both parties provide a series of representations and warranties related to the assets being purchased. These statements assure the buyer that the seller has legal ownership of the assets, that the assets are free from any liens or encumbrances, and that the seller has the authority to sell the assets. It also includes representations by the buyer regarding its legal capacity to enter into the agreement. 5. Due Diligence: This section establishes the rights and obligations of both parties to conduct due diligence on the assets. It allows the buyer to inspect the assets, records, contracts, and other relevant information to verify their condition, value, and any potential liabilities. It may also include a provision for sharing information and confidentiality obligations. 6. Closing Conditions: The agreement outlines the conditions that must be satisfied before the closing of the purchase. These conditions may include obtaining necessary regulatory approvals, consents from third parties, or resolution of any outstanding issues and disputes. 7. Indemnification and Limitation of Liability: Both parties define their respective obligations regarding indemnification for any breaches of representations, warranties, or covenants. It also establishes limitations on liability, specifying the maximum amount one party may be liable to the other under certain circumstances. 8. Confidentiality: This section outlines the confidentiality obligations of both parties, ensuring that any non-public information disclosed during the transaction remains confidential and may only be used for the purpose of completing the purchase. 9. Governing Law and Dispute Resolution: The agreement specifies the laws of the Virgin Islands that govern the interpretation and enforcement of the agreement. It also outlines the procedures for resolving any disputes, such as through negotiation, mediation, or arbitration. Different types of the Virgin Islands Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation may exist based on various factors, such as the nature of the assets being purchased, the scope of the transaction, or specific provisions tailored to the unique circumstances of a particular purchase. However, the above-mentioned content forms the core framework of any asset purchase agreement between these parties in the Virgin Islands.