Title: Wisconsin Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation — Sample Keywords: Wisconsin, Sample Asset Purchase Agreement, Centennial Technologies, Inc., Intel Corporation, detailed description Introduction: The following is a detailed description of the Wisconsin Sample Asset Purchase Agreement (APA) between Centennial Technologies, Inc. and Intel Corporation. This agreement serves as a legal document outlining the terms and conditions regarding the purchase of assets by Intel Corporation from Centennial Technologies, Inc. throughout the state of Wisconsin. 1. Agreement Overview: The Wisconsin Sample Asset Purchase Agreement establishes the framework for the transaction between Centennial Technologies, Inc. (referred to as the "Seller") and Intel Corporation (referred to as the "Buyer"). This APA outlines the specific assets being transferred and the terms governing the purchase. 2. Parties Involved: a. Seller: Centennial Technologies, Inc. b. Buyer: Intel Corporation 3. Asset Purchase Description: The Wisconsin Asset Purchase Agreement encompasses a wide range of assets, such as: — Intellectual property right— - Patents and trademarks — Equipment anmachineer— - Inventory - Contracts and agreements — Real estate properties 4. Purchase Consideration: The APA describes the agreed purchase price, any potential adjustments, and the payment terms between both parties. It may also cover the use of escrow accounts and the specifics of pay-out arrangements. 5. Representations and Warranties: This section covers the assertions made by the Seller regarding the assets being transferred. It ensures that the Seller holds clear title to the assets and that there are no legal or financial encumbrances affecting them. 6. Conditions to Closing: The Wisconsin Sample Asset Purchase Agreement will outline the conditions that must be met for the transaction to be considered complete. This includes obtaining any required regulatory approvals, necessary consents, and fulfilling obligations imposed by the agreement. 7. Indemnification and Limitation of Liability: Both parties agree to indemnify each other against any losses incurred due to misrepresentations, breaches, or violations of the terms stipulated in the agreement. 8. Confidentiality and Non-Competition: This section outlines the confidential nature of the asset purchase transaction, emphasizing the obligation of both parties to preserve and protect sensitive information obtained during the process. Additionally, any non-compete clauses may be included if applicable. Types of Wisconsin Sample Asset Purchase Agreements: — APA for the transfer of Intellectual Property Rights: Focused solely on the assignment of patent, copyrights, and trademarks. — APA for the transfer of Real Estate Assets: Centered around the purchase and transfer of real estate properties and relevant documentation. — APA for the transfer of Manufacturing Equipment: Specific to the purchase and transfer of machinery, tools, and equipment used in the manufacturing process. Conclusion: The Wisconsin Sample Asset Purchase Agreement between Centennial Technologies, Inc. and Intel Corporation outlines the legal framework governing the purchase, transfer, and sale of various assets. It encompasses detailed provisions related to payment terms, representations, warranties, conditions, and confidentiality. Different types of APA may exist based on the nature of the assets being transferred, such as intellectual property rights, real estate properties, or manufacturing equipment.