Purchase Agr. btwn Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, et al. dated October 8, 1999. 15 pages.
Louisiana Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund 1. Introduction: This Louisiana Sample Purchase Agreement outlines the terms and conditions governing the purchase of securities between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. The agreement is designed to provide a clear understanding of the transaction and protect the rights and interests of all parties involved. 2. Parties Involved: The agreement is entered into by the following parties: — Cell Pathways, Inc. (referred to as "Seller") — MAS Funds Small Cap Value Portfolio (referred to as "Buyer 1") — Van Kampen American Value Fund (referred to as "Buyer 2") 3. Purchase Details: This section specifies the details of the securities purchase, including: — Quantity and type of securities to be purchased. — Purchase price per security or overall consideration. — Payment terms and schedule, including any applicable taxes or fees. — Delivery instructions and timeline. 4. Representations and Warranties: All parties involved are required to make certain representations and warranties pertaining to their authority, legality, and capacity to execute the agreement. This section ensures that all information provided is accurate and that the transaction is conducted in good faith. 5. Conditions Precedent: This section outlines any conditions that must be fulfilled before the purchase agreement becomes binding. It may include regulatory approvals, due diligence, or third-party consents. 6. Indemnification: The indemnification clause establishes the responsibilities of each party in case of any loss, damages, or legal actions arising from the purchase agreement. It sets out the procedures for notifying and resolving any potential claims. 7. Confidentiality and Non-Disclosure: To maintain the confidentiality of sensitive information during and after the transaction, this section prohibits the parties from disclosing or using such information for any purpose other than the agreed-upon transaction. 8. Governing Law and Jurisdiction: The agreement defines that it is subject to the laws of the state of Louisiana. Disputes arising from the agreement will be resolved in the competent courts within Louisiana. 9. Termination: This section outlines the circumstances under which the purchase agreement may be terminated, including mutual consent or breach of contract. It defines the rights and obligations of the parties upon termination. 10. Amendment and Entire Agreement: Any amendments or modifications to the agreement must be made in writing and signed by all parties. This section stipulates that the purchase agreement represents the entire understanding between the parties and supersedes any prior agreements or negotiations. Multiple Types of Louisiana Sample Purchase Agreements between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund may include: — Stock PurchasAgreementen— - Asset Purchase Agreement — MerAgreementemen— - Acquisition Agreement — Share Purchase Agreement Please note that this content is a general outline and should be used as a reference. It is advisable to consult legal professionals to create a specific, comprehensive purchase agreement tailored to the parties' requirements and applicable laws.
Louisiana Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund 1. Introduction: This Louisiana Sample Purchase Agreement outlines the terms and conditions governing the purchase of securities between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. The agreement is designed to provide a clear understanding of the transaction and protect the rights and interests of all parties involved. 2. Parties Involved: The agreement is entered into by the following parties: — Cell Pathways, Inc. (referred to as "Seller") — MAS Funds Small Cap Value Portfolio (referred to as "Buyer 1") — Van Kampen American Value Fund (referred to as "Buyer 2") 3. Purchase Details: This section specifies the details of the securities purchase, including: — Quantity and type of securities to be purchased. — Purchase price per security or overall consideration. — Payment terms and schedule, including any applicable taxes or fees. — Delivery instructions and timeline. 4. Representations and Warranties: All parties involved are required to make certain representations and warranties pertaining to their authority, legality, and capacity to execute the agreement. This section ensures that all information provided is accurate and that the transaction is conducted in good faith. 5. Conditions Precedent: This section outlines any conditions that must be fulfilled before the purchase agreement becomes binding. It may include regulatory approvals, due diligence, or third-party consents. 6. Indemnification: The indemnification clause establishes the responsibilities of each party in case of any loss, damages, or legal actions arising from the purchase agreement. It sets out the procedures for notifying and resolving any potential claims. 7. Confidentiality and Non-Disclosure: To maintain the confidentiality of sensitive information during and after the transaction, this section prohibits the parties from disclosing or using such information for any purpose other than the agreed-upon transaction. 8. Governing Law and Jurisdiction: The agreement defines that it is subject to the laws of the state of Louisiana. Disputes arising from the agreement will be resolved in the competent courts within Louisiana. 9. Termination: This section outlines the circumstances under which the purchase agreement may be terminated, including mutual consent or breach of contract. It defines the rights and obligations of the parties upon termination. 10. Amendment and Entire Agreement: Any amendments or modifications to the agreement must be made in writing and signed by all parties. This section stipulates that the purchase agreement represents the entire understanding between the parties and supersedes any prior agreements or negotiations. Multiple Types of Louisiana Sample Purchase Agreements between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund may include: — Stock PurchasAgreementen— - Asset Purchase Agreement — MerAgreementemen— - Acquisition Agreement — Share Purchase Agreement Please note that this content is a general outline and should be used as a reference. It is advisable to consult legal professionals to create a specific, comprehensive purchase agreement tailored to the parties' requirements and applicable laws.