Massachusetts 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. Massachusetts Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Massachusetts Sample Purchase Agreement is entered into between Organic hem Corporation, hereinafter referred to as the "Seller", and Albany Molecular Research, Inc., hereinafter referred to as the "Buyer", collectively known as the "Parties". This agreement outlines the terms and conditions under which the Buyer shall purchase certain assets from the Seller. 1. Agreement Overview: The Massachusetts Purchase Agreement governs the sale and purchase of assets, specifically described in Schedule A attached hereto, including but not limited to intellectual property rights, proprietary formulations, machinery, equipment, raw materials, and finished goods. 2. Purchase Price: The Buyer agrees to pay the Seller a total consideration of $XX, XXX, XXX (USD) as the purchase price for the assets. This payment shall be made as per the agreed-upon payment schedule specified in Schedule B, subject to adjustments mentioned in Section 3. 3. Adjustments: Under this agreement, adjustments to the purchase price may be made based on certain conditions such as the adjustment for any excluded inventory, liabilities, or outstanding payables. Both Parties shall cooperate in good faith to identify and settle any such adjustments within a mutually agreed-upon timeframe. 4. Closing and Delivery: The closing date for this transaction shall be on or before XX/XX/XXX unless extended by mutual consent of the Parties. On the closing date, the Seller shall deliver the assets to the Buyer in the manner specified in Schedule C, ensuring their proper condition and transfer of all necessary ownership rights. 5. Representations and Warranties: Each Party shall provide representations and warranties related to their authority to enter into this agreement, ownership of assets, absence of litigation, compliance with laws, and any other specific warranties as agreed upon between the Parties. Any breach of these representations and warranties may entitle the non-breaching Party to seek appropriate remedies. 6. Indemnification: Both Parties shall indemnify and hold the other Party harmless against any claims, damages, losses, costs, or expenses arising out of any breach of the agreement or any misrepresentation or omission, subject to the limitations and conditions mentioned in Section 6. 7. Governing Law and Dispute Resolution: This agreement shall be governed by the laws of the Commonwealth of Massachusetts. In the event of any dispute arising out of or in connection with this agreement, the Parties agree to resolve it amicably through mediation. If mediation fails, the dispute shall be submitted to binding arbitration in accordance with the rules and procedures of the American Arbitration Association. This document represents a standard Massachusetts Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. It is important to note that specific terms and conditions may vary depending on the nature of the assets being purchased and the intentions of the Parties involved. It is advised to consult legal professionals before utilizing this agreement or making any significant modifications to ensure compliance with applicable laws and regulations.

Massachusetts Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Massachusetts Sample Purchase Agreement is entered into between Organic hem Corporation, hereinafter referred to as the "Seller", and Albany Molecular Research, Inc., hereinafter referred to as the "Buyer", collectively known as the "Parties". This agreement outlines the terms and conditions under which the Buyer shall purchase certain assets from the Seller. 1. Agreement Overview: The Massachusetts Purchase Agreement governs the sale and purchase of assets, specifically described in Schedule A attached hereto, including but not limited to intellectual property rights, proprietary formulations, machinery, equipment, raw materials, and finished goods. 2. Purchase Price: The Buyer agrees to pay the Seller a total consideration of $XX, XXX, XXX (USD) as the purchase price for the assets. This payment shall be made as per the agreed-upon payment schedule specified in Schedule B, subject to adjustments mentioned in Section 3. 3. Adjustments: Under this agreement, adjustments to the purchase price may be made based on certain conditions such as the adjustment for any excluded inventory, liabilities, or outstanding payables. Both Parties shall cooperate in good faith to identify and settle any such adjustments within a mutually agreed-upon timeframe. 4. Closing and Delivery: The closing date for this transaction shall be on or before XX/XX/XXX unless extended by mutual consent of the Parties. On the closing date, the Seller shall deliver the assets to the Buyer in the manner specified in Schedule C, ensuring their proper condition and transfer of all necessary ownership rights. 5. Representations and Warranties: Each Party shall provide representations and warranties related to their authority to enter into this agreement, ownership of assets, absence of litigation, compliance with laws, and any other specific warranties as agreed upon between the Parties. Any breach of these representations and warranties may entitle the non-breaching Party to seek appropriate remedies. 6. Indemnification: Both Parties shall indemnify and hold the other Party harmless against any claims, damages, losses, costs, or expenses arising out of any breach of the agreement or any misrepresentation or omission, subject to the limitations and conditions mentioned in Section 6. 7. Governing Law and Dispute Resolution: This agreement shall be governed by the laws of the Commonwealth of Massachusetts. In the event of any dispute arising out of or in connection with this agreement, the Parties agree to resolve it amicably through mediation. If mediation fails, the dispute shall be submitted to binding arbitration in accordance with the rules and procedures of the American Arbitration Association. This document represents a standard Massachusetts Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. It is important to note that specific terms and conditions may vary depending on the nature of the assets being purchased and the intentions of the Parties involved. It is advised to consult legal professionals before utilizing this agreement or making any significant modifications to ensure compliance with applicable laws and regulations.