The parties agree that PCT cannot compete with the purchaser of the intellectual property, except that PCT may continue its activities that were not acquired by the purchaser of the intellectual property in accordance with the terms below. During the due diligence process, the buyer is able to verify the business and assets of the business and validate the financial and economic reasons for the acquisition. Once the buyer has identified the assets he wants to acquire, his legal team will check whether the target company holds and controls all the intellectual property rights that the buyer wishes to acquire. Intellectual property assets are often not directly owned by the seller, but are either used by the seller as part of a licensing agreement with a third party or with another company as part of a joint enterprise agreement. Corrective measures may be required to ensure that the seller is authorized to sell the IP assets, or this valuation may affect the assets the buyer is willing to acquire. The ability to exclude unwanted assets and liabilities from the parameters of the transaction significantly reduces the risk of the purchaser, which may lead to asset agreements in a shorter time frame than a share sale and at a lower cost to both parties. 3. Allowance. Each of the parties agrees and recognizes that the proposed transactions do not constitute an “applicable asset acquisition” within the meaning of a concept as defined in Section 1060 of the 1986 Internal Revenue Code as amended. The sale of assets can be beneficial to all parties in appropriate circumstances. Instead of allowing the purchaser to acquire the shares of the target company, the parties agree on certain assets to be acquired.

This allows the buyer to pick up the assets he wants to acquire and reduces the risk of acquiring unknown or hidden liabilities. As a general rule, technology companies will seek the acquisition of intellectual property assets; such as trademarks, patents or source code. C. No other debts incurred. The purchaser of the intellectual property hereafter assumes no liability or obligation or PCT, known or unknown, conditional or otherwise, asserted or unsired, except as expressly stated in Section 1 (B) above. There is nothing in it that induces the buyer to assume debts or obligations arising from the conduct of the web activity prior to closing, whether known or unknown on the closing date; (b) commitments or obligations arising from a PCT agreement, contract, obligation or lease, with commitments or commitments other than those arising from the contracts adopted and to be executed after the conclusion; (c) federal, government or local or other tax revenues: (i) payable on the business, assets, real estate or activities of the PCT or a member of an affiliated group to which PCT belongs, or (ii) incidents resulting from the trading or conclusion by the PCT or a member of a related group to which PCT belongs and the proposed transactions; (d) any liability or obligation in connection with or in relation to assets that are not included in the assets; (e) any employment liability or obligation arising from the closure of PCT staff, agents or contractors, whether or not they are employed by the ip buyer after the closure, or as part of a performance agreement in this regard; or (f) any PCT liability or obligation incurred or incurred by legal advisors, accountants and other experts in the negotiation, preparation and implementation of this agreement, as well as related transactions and royalties and expenses.