Abogados Civil
Extracto
Asset purchase agreement
This Asset Purchase Agreement (the "Agreement") is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Seller"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of, inter alia, developing and manufacturing telecommunications equipment, components and technology for purposes of a product line known as [SPECIFY] (the "Business") at locations in the Provinces of [STATE/PROVINCE] and [STATE/PROVINCE]; WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: [if !supportLists]1. [endif]INTERPRETATION [if !supportLists]1.1. [endif]Definitions Unless the subject matter or context otherwise requires: "Accountants" has the meaning ascribed thereto in Section [NUMBER]. "Adjustment Amount" has the meaning ascribed thereto in Section [NUMBER]. "Affiliate" has the meaning ascribed to the term "affiliated bodies corporate" in the [COUNTRY] Business Corporations [ACT/LAW/RULE]. "Associate" has the meaning ascribed to the term "associate" in the [COUNTRY] Business Corporations [ACT/LAW/RULE]. "Assumed Liabilities" means liabilities accruing due as of and from the Effective Time under the Equipment Contracts, Real Estate Leases and other Contracts. "Books and Records" means any books and records (originals or copies thereof) of the Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase of materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by [YOUR COUNTRY LAW]) and taxes (excluding the Seller's income tax and other tax records unrelated to the Business). "Business" means the business described in the preamble hereto; "Business Day" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. "[COUNTRY] Business Corporations Act" means an [ACT/LAW/RULE] respecting [COUNTRY] business corporations. "Claims" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. "Closing" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. "Closing Date" has the meaning ascribed thereto in Section 4.1. "Collective Agreement" has the meaning ascribed thereto in Subsection 5.1.17. "Contaminants" means any of the following: (i) any substance, waste, solid, liquid or gaseous matter, fuel (including, without limitation, petroleum products, crude oil, natural gas, natural gas liquid, liquefied natural gas, synthetic fuel or any combination of the above), micro-organism, sound, vibration, ray, heat, odor, radiation, energy vector, plasma, organic or inorganic matter, whether animate or inanimate, container, transient reaction intermediate or any combination of the above deemed hazardous, hazardous waste, solid waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental [YOUR COUNTRY LAW] including, without limitation, the Environmental Quality Act ([STATE/PROVINCE]), the ([COUNTRY]) Environmental Protection Act ([COUNTRY]), the Environmental Protection Act (([STATE/PROVINCE]), the Clean Air Act ([COUNTRY]), the Transportation of Dangerous Goods Act ([COUNTRY]), the Dangerous Goods Transportation Act, [DATE] ([STATE/PROVINCE]), the Hazardous Materials Information Review Act ([COUNTRY]), the Act Respecting Pesticides ([STATE/PROVINCE]), the Act Respecting Ecological Reserves ([STATE/PROVINCE]), the Act Respecting Occupational Health and Safet...Ver el contenido completo de este documento
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