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Document Preview Asset Purchase Agreement |
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Title: |
Asset Purchase Agreement |
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Entities: |
Synbiotics Corp.; Cornell University; Brobeck Phleger & Harrison LLP; Brown Rudnick Freed & Gesmer |
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Date: |
2002 |
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Size: |
Preview shows 50KB of 193KB total |
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Price: |
$42 |
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ID: |
#327678 |
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Start of Preview |
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ARTICLE 1. DEFINITIONS |
1 | |||
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1.1 |
Certain Defined Terms |
1 | ||
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1.2 |
Other Definitions |
4 | ||
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ARTICLE 2. PURCHASE AND SALE OF ASSETS |
5 | |||
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2.1 |
Sale of Assets |
5 | ||
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2.2 |
Assumption of Liabilities |
7 | ||
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2.3 |
Purchase Consideration |
8 | ||
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2.4 |
Time and Place of Closing |
9 | ||
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2.5 |
Transfer of Subject Assets |
9 | ||
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2.6 |
Delivery of Records and Contracts |
9 | ||
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2.7 |
Further Assurances |
9 | ||
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2.8 |
Other Closing Deliveries |
10 | ||
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2.9 |
Allocation of Purchase Price |
11 | ||
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2.10 |
Employees |
11 | ||
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2.11 |
Correspondence, Seller Accounts Receivable, etc |
11 | ||
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2.12 |
Public Announcements; Company Literature |
11 | ||
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ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SELLER |
12 | |||
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3.1 |
Organization, Authority and Qualification of Seller |
12 | ||
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3.2 |
No Conflict |
12 | ||
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3.3 |
Governmental Consents and Approvals |
12 | ||
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3.4 |
Public Filings; Financial Statements |
13 | ||
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3.5 |
No Undisclosed Liabilities |
13 | ||
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3.6 |
Absence of Certain Changes or Events |
13 | ||
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3.7 |
Conduct of the Business |
14 | ||
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3.8 |
Litigation |
14 | ||
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3.9 |
Compliance with Laws |
14 | ||
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3.10 |
Environmental Matters |
14 | ||
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3.11 |
Material Contracts |
14 | ||
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3.12 |
Intellectual Property |
15 | ||
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3.13 |
Title to Properties; Condition of Properties; Absence of Encumbrances |
17 | ||
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3.14 |
Employee Benefit Matters; Labor Matters |
17 | ||
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3.15 |
Brokers |
18 | ||
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3.16 |
Taxes |
18 | ||
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ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PARENT AND BUYER |
18 | |||
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4.1 |
Organization and Authority of Parent and Buyer |
18 | ||
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4.2 |
No Conflict |
19 | ||
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Page
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4.3 |
Ownership and Control of Buyer |
19 | ||
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4.4 |
Governmental Consents and Approvals |
19 | ||
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4.5 |
Litigation |
19 | ||
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4.6 |
Brokers |
20 | ||
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ARTICLE 5. CONDITIONS TO TRANSACTION |
20 | |||
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5.1 |
Conditions to Each Partys Obligation To Effect the Transaction |
20 | ||
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5.2 |
Additional Conditions to Obligations of Parent and Buyer |
20 | ||
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5.3 |
Additional Conditions to Obligations of Seller |
20 | ||
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ARTICLE 6. INDEMNIFICATION |
21 | |||
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6.1 |
Survival of Representations and Warranties |
21 | ||
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6.2 |
Indemnification by Seller |
21 | ||
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6.3 |
Indemnification by Parent and Buyer |
21 | ||
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6.4 |
Claims for Indemnification |
22 | ||
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6.5 |
Limits on Indemnification |
23 | ||
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ARTICLE 7. GENERAL PROVISIONS |
23 | |||
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7.1 |
Waiver |
23 | ||
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7.2 |
Expenses |
23 | ||
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7.3 |
Notices |
23 | ||
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7.4 |
Headings |
24 | ||
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7.5 |
Severability |
25 | ||
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7.6 |
Entire Agreement |
25 | ||
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7.7 |
Assignment |
25 | ||
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7.8 |
No Third Party Beneficiaries |
25 | ||
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7.9 |
Amendment |
25 | ||
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7.10 |
Governing Law and Venue |
25 | ||
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7.11 |
Counterparts |
26 | ||
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7.12 |
Specific Performance |
26 | ||
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7.13 |
Bulk Sales Law |
26 | ||
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End of Preview |
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