Form Apa - Asset Purchase Agreement
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ASSET PURCHASE AGREEMENT
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This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of
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[____________], 200__, is entered into between [___________], a [____________]
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corporation ("Buyer"), and [____________________], a [__________] corporation
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("Seller").
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RECITALS
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A.
Seller desires to sell certain Purchased Assets and Buyer desires to
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purchase such Purchased Assets and assume certain liabilities, upon the terms and subject
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to the conditions of this Agreement.
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B.
Concurrently with the execution and delivery of this Agreement, Buyer
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and certain of Seller's Affiliates have entered into the Intellectual Property Purchase and
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License Agreement, which shall be effective as of the Closing.
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C.
Certain terms used in this Agreement are defined in Article I.
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AGREEMENT
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NOW THEREFORE, in consideration of the respective covenants set forth herein
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and for other good and valuable consideration, the receipt and adequacy of which are
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hereby acknowledged, the parties hereto agree as follows:
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ARTICLE I
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DEFINITIONS, INTERPRETATION
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1.1
Definitions
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(a)
Certain Defined Terms.
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As used herein, the following terms shall have the following indicated
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meanings:
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"Accounts Receivable" shall mean all accounts and notes receivable of the
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Business (whether current or noncurrent), including the customer accounts receivable
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(including accounts receivable for any products shipped but not invoiced prior to the
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Closing Date) that are outstanding as of the Closing Date, and any other rights to receive
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payments as of the Closing Date, including all trade accounts receivable representing
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amounts receivable in respect of goods shipped, products sold or services rendered on or
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prior to the Closing Date, and the full benefit of all securities for such accounts or debts
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but specifically excluding all accounts, notes and other amounts receivable from Seller or
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any of Seller's affiliates.
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"Action" shall mean any civil, criminal, judicial or other action, claim, suit,
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litigation, proceeding, labor dispute, arbitral action, governmental audit, criminal
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prosecution, investigation or unfair labor practice charge or complaint.
Form APA.doc
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