IP Representations and Warranties in Asset Purchase Agreements
(Neutral) (Short Form)


Summary

As to the IP assets of the business, a Buyer will typically seek representations and warranties from a Target/Seller regarding the validity, ownership, strength and transferability of the relevant IP. The representations and warranties that a Target/Seller seeks from Buyer are generally limited to matters that impact Buyer's ability to close the transaction, including payment of the purchase price and Buyer's authority to enter into the transaction. This clause is an example of a straightforward "representations and warranties" section with respect to the IP assets that are being transferred by Target/Seller to Buyer.