Maine 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. Maine Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Introduction: This Maine Sample Purchase Agreement sets forth the terms and conditions of the acquisition of the assets of Cell Pathways, Inc. ("Seller") by the MAS Funds Small Cap Value Portfolio ("Buyer") and the Van Kampen American Value Fund ("Co-Buyer"). This agreement outlines the rights, responsibilities, and obligations of all parties involved in the transaction. Section 1: Parties Involved 1.1 Seller: Cell Pathways, Inc., a corporation incorporated under the laws of Maine with its principal place of business at [Seller's Address]. 1.2 Buyer: MAS Funds Small Cap Value Portfolio, a mutual fund managed by [Buyer's Company Name], with its principal place of business at [Buyer's Address]. 1.3 Co-Buyer: Van Kampen American Value Fund, a mutual fund managed by [Co-Buyer's Company Name], with its principal place of business at [Co-Buyer's Address]. Section 2: Assets Being Purchased 2.1 Buyer and Co-Buyer agree to purchase all the assets, tangible and intangible, owned by Cell Pathways, Inc. as listed in Exhibit A attached to this agreement. Section 3: Purchase Price and Payment Terms 3.1 The total purchase price for the assets shall be [Purchase Price], payable as follows: a) [Payment Terms for Buyer] b) [Payment Terms for Co-Buyer] Section 4: Representations and Warranties 4.1 Seller represents and warrants that it is the lawful owner of the assets being sold, free from any liens, claims, or encumbrances. 4.2 Seller further represents and warrants that the assets are in good condition and conform to any mentioned specifications or descriptions. 4.3 Buyer and Co-Buyer acknowledge that they have conducted due diligence and accept the assets in their present condition. Section 5: Closing Conditions 5.1 The closing of this agreement is subject to certain conditions, including but not limited to: a) Obtaining any required regulatory approvals. b) Completion of all necessary legal documentation. c) Satisfactory results of due diligence investigations. d) Approval of the transaction by each party's respective boards of directors. Section 6: Indemnification 6.1 Seller agrees to indemnify and hold Buyer and Co-Buyer harmless against any claims, liabilities, damages, or expenses arising out of any breach of the representations and warranties made in this agreement. Section 7: Governing Law and Jurisdiction 7.1 This agreement shall be governed by and interpreted in accordance with the laws of the State of Maine. 7.2 Any disputes arising out of this agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Maine. Section 8: Entire Agreement 8.1 This agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, or agreements, whether oral or written. Conclusion: This Maine Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund outlines the terms and conditions surrounding the acquisition of assets. It covers parties involved, assets being purchased, payment terms, representations and warranties, closing conditions, indemnification, governing law, and the entire agreement.

Maine Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Introduction: This Maine Sample Purchase Agreement sets forth the terms and conditions of the acquisition of the assets of Cell Pathways, Inc. ("Seller") by the MAS Funds Small Cap Value Portfolio ("Buyer") and the Van Kampen American Value Fund ("Co-Buyer"). This agreement outlines the rights, responsibilities, and obligations of all parties involved in the transaction. Section 1: Parties Involved 1.1 Seller: Cell Pathways, Inc., a corporation incorporated under the laws of Maine with its principal place of business at [Seller's Address]. 1.2 Buyer: MAS Funds Small Cap Value Portfolio, a mutual fund managed by [Buyer's Company Name], with its principal place of business at [Buyer's Address]. 1.3 Co-Buyer: Van Kampen American Value Fund, a mutual fund managed by [Co-Buyer's Company Name], with its principal place of business at [Co-Buyer's Address]. Section 2: Assets Being Purchased 2.1 Buyer and Co-Buyer agree to purchase all the assets, tangible and intangible, owned by Cell Pathways, Inc. as listed in Exhibit A attached to this agreement. Section 3: Purchase Price and Payment Terms 3.1 The total purchase price for the assets shall be [Purchase Price], payable as follows: a) [Payment Terms for Buyer] b) [Payment Terms for Co-Buyer] Section 4: Representations and Warranties 4.1 Seller represents and warrants that it is the lawful owner of the assets being sold, free from any liens, claims, or encumbrances. 4.2 Seller further represents and warrants that the assets are in good condition and conform to any mentioned specifications or descriptions. 4.3 Buyer and Co-Buyer acknowledge that they have conducted due diligence and accept the assets in their present condition. Section 5: Closing Conditions 5.1 The closing of this agreement is subject to certain conditions, including but not limited to: a) Obtaining any required regulatory approvals. b) Completion of all necessary legal documentation. c) Satisfactory results of due diligence investigations. d) Approval of the transaction by each party's respective boards of directors. Section 6: Indemnification 6.1 Seller agrees to indemnify and hold Buyer and Co-Buyer harmless against any claims, liabilities, damages, or expenses arising out of any breach of the representations and warranties made in this agreement. Section 7: Governing Law and Jurisdiction 7.1 This agreement shall be governed by and interpreted in accordance with the laws of the State of Maine. 7.2 Any disputes arising out of this agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Maine. Section 8: Entire Agreement 8.1 This agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, or agreements, whether oral or written. Conclusion: This Maine Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund outlines the terms and conditions surrounding the acquisition of assets. It covers parties involved, assets being purchased, payment terms, representations and warranties, closing conditions, indemnification, governing law, and the entire agreement.