This asset purchase agreement for a telecom business template has 42 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our asset purchase agreement for a telecom business template:
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: INTERPRETATION 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 Safety ([STATE/PROVINCE]), the Use of Petroleum Products Act ([STATE/PROVINCE]), Regulation no. [NUMBER] ([STATE/PROVINCE] Urban Community), Regulation no. [NUMBER] ([STATE/PROVINCE]) Urban Community); or (ii) 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 course of pollution or contamination by any Federal, Provincial, municipal or local government, government agency, minister, deputy-minister, governor-in-council, lieutenant governor-in-council, any tribunal, board or authority. "Contracts" means those contracts, agreements, instruments, commitments, entitlements and engagements of the Seller relating to the Business and the Purchased Assets (and, for greater certainty, not including Equipment Contracts) whether with suppliers, customers or otherwise and including all quotations, orders or tenders for contracts which remain open for acceptance. "Effective Time" means [SPECIFY] hours on the Closing Date or such other time on such date as the [COMPANY NAME] may agree as the time at which the Closing shall take place. "Employees" has the meaning ascribed thereto in Subsection 5.1.15. "Environment" means all components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all land submerged under water), soil, water, (including, without limitation, surface and underground water), all organic and inorganic matter, living organisms, animal life, vegetation and property and the interacting natural systems that include components referred to above in this section. "Environmental [YOUR COUNTRY LAW]" means all [YOUR COUNTRY LAW] applicable in [COUNTRY] relating in whole or in part to the Environment or its protection including, without limitation, any [YOUR COUNTRY LAW] relating to: (i) the natural or accidental release, emission, discharge, deposit, issuance, spraying, injection, inoculation, abandonment, burial, spilling, incineration, disposal, leaking, seeping, pouring, emptying, throwing, dumping, placing or exhausting of any Contaminant into the Environment or affecting or likely to affect the Environment
