New Hampshire Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund: This New Hampshire Sample Purchase Agreement is a legally binding contract entered into between Cell Pathways, Inc. (hereinafter referred to as the "Seller"), MAS Funds Small Cap Value Portfolio (hereinafter referred to as the "Buyer"), and Van Kampen American Value Fund (hereinafter referred to as the "Second Buyer"). The purpose of this agreement is to define the terms and conditions under which the Seller agrees to sell, and the Buyer agrees to purchase, a certain number of shares (or units) of stock in Cell Pathways, Inc. (the "Shares"). 1. Parties: This Agreement is made between Cell Pathways, Inc. as the Seller, MAS Funds Small Cap Value Portfolio as the Buyer, and Van Kampen American Value Fund as the Second Buyer. 2. Purchase Price: The Buyer agrees to purchase the Shares from the Seller at the mutually agreed-upon purchase price of EX per share or unit. 3. Transfer of Shares: Upon receipt of the agreed-upon purchase price, the Seller agrees to transfer the Shares to the Buyer. The Seller also declares that these Shares are free from any liens, claims, or encumbrances. 4. Closing Date and Delivery: The closing date of this purchase agreement shall be [date]. The Seller shall deliver the Shares to the Buyer within [number of days] after the closing date. 5. Representations and Warranties: Both the Seller and the Second Buyer represent and warrant that they have full right, power, and authority to enter into this agreement. The shares being sold are fully authorized and legally issued, and the transaction will not violate any laws or regulations. 6. Indemnification: The Seller agrees to indemnify and hold the Buyer and the Second Buyer harmless against any losses, claims, or damages arising out of any inaccuracies in the representations and warranties provided by the Seller. 7. Governing Law: This agreement shall be governed and interpreted under the laws of the state of New Hampshire, United States. 8. Entire Agreement: This purchase agreement constitutes the entire agreement between the parties concerning the purchase and sale of the Shares and supersedes any prior oral or written agreements. 9. Amendments and Waivers: No amendment or waiver to this agreement shall be valid unless made in writing and signed by all parties involved. Different types of New Hampshire Sample Purchase Agreements between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund may include variations in terms such as purchase price, closing date, representations, and warranties. These variations would be tailored to the specific conditions and requirements of individual transactions.
New Hampshire Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund
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