Louisiana Sample Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc.

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9393
• Format: Word; Rich Text

Description

Debenture Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc. regarding the sale and purchase of convertible subordinated debentures dated December 21, 1999. 19 pages. Louisiana Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Louisiana Sample Purchase Agreement (the "Agreement") dated [Date], is entered into by and between Organic hem Corporation, a corporation organized and existing under the laws of the state of Louisiana, with its principal place of business at [Address] ("Organic hem"), and Albany Molecular Research, Inc., a corporation organized and existing under the laws of the state of Louisiana, with its principal place of business at [Address] ("MRI"). 1. Background: The Agreement outlines the terms and conditions governing the purchase and sale of certain assets by Organic hem to MRI. 2. Definitions: This section provides the definitions of key terms used throughout the Agreement, such as "Purchase Price," "Assets," and "Closing Date." 3. Purchase and Sale: Organic hem agrees to sell, and MRI agrees to purchase, the Assets as described in Exhibit A attached hereto. The Assets may include tangible property, intellectual property, contracts, inventory, and other items mutually agreed upon. 4. Purchase Price: The Purchase Price for the Assets shall be an amount of [Dollar Amount], payable in accordance with the provisions set forth in this Agreement. 5. Closing: The parties agree that the closing of the purchase and sale of the Assets shall occur on [Closing Date]. This section outlines the responsibilities of each party leading up to the closing, including the delivery of various documents and the transfer of title. 6. Representations and Warranties: Organic hem represents and warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. MRI acknowledges that it has conducted its due diligence and accepts the Assets in their present condition. 7. Indemnification: This section outlines the indemnification obligations of both parties, including any liabilities arising from breaches of representations and warranties or third-party claims. 8. Confidentiality: MRI acknowledges that during the negotiation and performance of this Agreement, it may have access to Confidential Information of Organic hem. MRI agrees not to disclose or use such information for any purpose other than the proper performance of its obligations under this Agreement. 9. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the state of Louisiana. Any disputes arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Louisiana. 10. Entire Agreement: This Agreement, including its exhibits, constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, or representations, whether oral or written. Different types of Louisiana Sample Purchase Agreements between Organic hem Corporation and Albany Molecular Research, Inc. may include: 1. Asset Purchase Agreement: This type of agreement focuses on the purchase and sale of specific assets, such as property, equipment, or intellectual property. 2. Equity Purchase Agreement: In this case, the focus shifts to the purchase and sale of equity or shares in a company. 3. Merger Agreement: This agreement pertains to the merger of two companies into a single entity, bringing their assets and liabilities together. Please note that the specific terms and conditions of any Louisiana Sample Purchase Agreement may vary depending on the nature of the transaction and the parties involved. It is important to consult legal professionals to tailor the agreement to the unique circumstances.

Louisiana Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Louisiana Sample Purchase Agreement (the "Agreement") dated [Date], is entered into by and between Organic hem Corporation, a corporation organized and existing under the laws of the state of Louisiana, with its principal place of business at [Address] ("Organic hem"), and Albany Molecular Research, Inc., a corporation organized and existing under the laws of the state of Louisiana, with its principal place of business at [Address] ("MRI"). 1. Background: The Agreement outlines the terms and conditions governing the purchase and sale of certain assets by Organic hem to MRI. 2. Definitions: This section provides the definitions of key terms used throughout the Agreement, such as "Purchase Price," "Assets," and "Closing Date." 3. Purchase and Sale: Organic hem agrees to sell, and MRI agrees to purchase, the Assets as described in Exhibit A attached hereto. The Assets may include tangible property, intellectual property, contracts, inventory, and other items mutually agreed upon. 4. Purchase Price: The Purchase Price for the Assets shall be an amount of [Dollar Amount], payable in accordance with the provisions set forth in this Agreement. 5. Closing: The parties agree that the closing of the purchase and sale of the Assets shall occur on [Closing Date]. This section outlines the responsibilities of each party leading up to the closing, including the delivery of various documents and the transfer of title. 6. Representations and Warranties: Organic hem represents and warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. MRI acknowledges that it has conducted its due diligence and accepts the Assets in their present condition. 7. Indemnification: This section outlines the indemnification obligations of both parties, including any liabilities arising from breaches of representations and warranties or third-party claims. 8. Confidentiality: MRI acknowledges that during the negotiation and performance of this Agreement, it may have access to Confidential Information of Organic hem. MRI agrees not to disclose or use such information for any purpose other than the proper performance of its obligations under this Agreement. 9. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the state of Louisiana. Any disputes arising under or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Louisiana. 10. Entire Agreement: This Agreement, including its exhibits, constitutes the entire agreement between the parties and supersedes all prior understandings, agreements, or representations, whether oral or written. Different types of Louisiana Sample Purchase Agreements between Organic hem Corporation and Albany Molecular Research, Inc. may include: 1. Asset Purchase Agreement: This type of agreement focuses on the purchase and sale of specific assets, such as property, equipment, or intellectual property. 2. Equity Purchase Agreement: In this case, the focus shifts to the purchase and sale of equity or shares in a company. 3. Merger Agreement: This agreement pertains to the merger of two companies into a single entity, bringing their assets and liabilities together. Please note that the specific terms and conditions of any Louisiana Sample Purchase Agreement may vary depending on the nature of the transaction and the parties involved. It is important to consult legal professionals to tailor the agreement to the unique circumstances.