Massachusetts Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9170
• Format: Word; Rich Text

Description

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. Massachusetts Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund 1. Introduction: This Massachusetts Sample Purchase Agreement outlines the terms and conditions of the agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. The agreement pertains to the purchase and sale of certain assets or securities between the parties involved. 2. Parties' Information: — Cell Pathways, Inc.: A Massachusetts-based company specializing in the research and development of innovative healthcare solutions. — MAS Funds Small Cap Value Portfolio: A Massachusetts-based investment fund focused on investing in small-cap value stocks. — Van Kampen American Value Fund: A Massachusetts-based mutual fund that seeks long-term capital appreciation by investing primarily in undervalued US stocks. 3. Purpose: The purpose of this Sample Purchase Agreement is to define the terms and conditions under which Cell Pathways, Inc. agrees to sell, and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund agree to purchase, certain assets or securities associated with the company. 4. Specifications of the Purchase: — The agreement specifies the type and quantity of assets or securities to be purchased, including the total purchase price and how it will be paid. — It outlines any closing conditions, such as regulatory approvals or third-party consents that need to be obtained before the transaction's completion. — The document also covers the timeline for completing the purchase, including key milestones and a provision for extension if necessary. 5. Representations and Warranties: — This section includes a range of statements and assurances made by Cell Pathways, Inc. regarding the nature, ownership, and condition of the assets being sold. — It also covers any indemnification provisions, defining the responsibilities of each party in case of breaches or legal claims arising from the transaction. 6. Governing Law and Dispute Resolution: — The agreement identifies Massachusetts as the governing jurisdiction, specifying that Massachusetts state laws shall govern the interpretation, validity, and enforcement of the agreement. — It outlines the selected venue for resolving any disputes or claims arising from the agreement, such as arbitration or litigation. 7. Confidentiality and Non-Disclosure: — This section encompasses clauses that protect the confidentiality of any information shared during the negotiation and execution of the purchase agreement. — It restricts the parties involved from disclosing sensitive or proprietary information to third parties without prior consent. 8. Termination: — The agreement includes provisions for termination, outlining the circumstances under which the agreement may be terminated by any of the involved parties. — It covers the consequences of termination, such as the return of any funds or assets already exchanged between the parties. 9. Entire Agreement and Amendment: — This section clarifies that the purchase agreement contains the entire understanding between the parties, superseding any prior agreements, representations, or warranties. — It also outlines the process for amendments or modifications to the agreement, requiring written consent from all parties involved. Overall, this Massachusetts Sample Purchase Agreement serves as a comprehensive legal document that outlines the terms and conditions for the purchase and sale of assets or securities between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund.

Massachusetts Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund 1. Introduction: This Massachusetts Sample Purchase Agreement outlines the terms and conditions of the agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. The agreement pertains to the purchase and sale of certain assets or securities between the parties involved. 2. Parties' Information: — Cell Pathways, Inc.: A Massachusetts-based company specializing in the research and development of innovative healthcare solutions. — MAS Funds Small Cap Value Portfolio: A Massachusetts-based investment fund focused on investing in small-cap value stocks. — Van Kampen American Value Fund: A Massachusetts-based mutual fund that seeks long-term capital appreciation by investing primarily in undervalued US stocks. 3. Purpose: The purpose of this Sample Purchase Agreement is to define the terms and conditions under which Cell Pathways, Inc. agrees to sell, and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund agree to purchase, certain assets or securities associated with the company. 4. Specifications of the Purchase: — The agreement specifies the type and quantity of assets or securities to be purchased, including the total purchase price and how it will be paid. — It outlines any closing conditions, such as regulatory approvals or third-party consents that need to be obtained before the transaction's completion. — The document also covers the timeline for completing the purchase, including key milestones and a provision for extension if necessary. 5. Representations and Warranties: — This section includes a range of statements and assurances made by Cell Pathways, Inc. regarding the nature, ownership, and condition of the assets being sold. — It also covers any indemnification provisions, defining the responsibilities of each party in case of breaches or legal claims arising from the transaction. 6. Governing Law and Dispute Resolution: — The agreement identifies Massachusetts as the governing jurisdiction, specifying that Massachusetts state laws shall govern the interpretation, validity, and enforcement of the agreement. — It outlines the selected venue for resolving any disputes or claims arising from the agreement, such as arbitration or litigation. 7. Confidentiality and Non-Disclosure: — This section encompasses clauses that protect the confidentiality of any information shared during the negotiation and execution of the purchase agreement. — It restricts the parties involved from disclosing sensitive or proprietary information to third parties without prior consent. 8. Termination: — The agreement includes provisions for termination, outlining the circumstances under which the agreement may be terminated by any of the involved parties. — It covers the consequences of termination, such as the return of any funds or assets already exchanged between the parties. 9. Entire Agreement and Amendment: — This section clarifies that the purchase agreement contains the entire understanding between the parties, superseding any prior agreements, representations, or warranties. — It also outlines the process for amendments or modifications to the agreement, requiring written consent from all parties involved. Overall, this Massachusetts Sample Purchase Agreement serves as a comprehensive legal document that outlines the terms and conditions for the purchase and sale of assets or securities between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund.