New Mexico 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. New Mexico Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Date: [Insert Date] This New Mexico Purchase Agreement ("Agreement") is made between Cell Pathways, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office at [Insert Address], hereinafter referred to as the "Seller," and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund, collectively referred to as the "Buyers," with their principal offices at [Insert Addresses]. Seller and Buyers shall collectively be referred to as the "Parties." WHEREAS, Seller wishes to sell and Buyers wish to purchase certain assets as described herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties agree as follows: 1. Definitions: 1.1 "Assets" means all properties, including but not limited to intellectual property, contracts, goodwill, inventory, and equipment, to be acquired by the Buyers as per the terms of this Agreement. 1.2 "Closing Date" means the date on which the transfer of assets and closing of this Agreement takes place. 1.3 "Purchase Price" means the total consideration payable by the Buyers to the Seller for the Assets as defined in Section 2. 2. Sale and Transfer of Assets: 2.1 Subject to the terms and conditions of this Agreement, Seller agrees to sell and transfer, and Buyers agree to purchase, the Assets as described in Exhibit A attached hereto. 2.2 The total Purchase Price for the Assets shall be [Insert Amount]. The Parties agree to settle the Purchase Price as per the payment terms stated in Exhibit B. 3. Conditions Precedent: 3.1 This Agreement is subject to the satisfaction of certain conditions precedent, including but not limited to: a. Approval of regulatory authorities, if applicable. b. Completion of due diligence by Buyers. c. Approval by the board of directors of both Seller and Buyers. 4. Representations and Warranties: 4.1 Seller represents and warrants that: a. Seller has the full authority and legal capacity to enter into this Agreement. b. Seller has valid and unrestricted ownership of the Assets. c. The sale and transfer of the Assets will not violate any laws or contractual obligations of Seller. 4.2 Buyers represent and warrant that: a. Buyers have the full authority and legal capacity to enter into this Agreement. b. Buyers have conducted due diligence to their satisfaction. c. Buyers have obtained all necessary approvals from their respective board of directors. 5. Indemnification: 5.1 Seller agrees to indemnify and hold Buyers harmless against any loss, damage, or liability arising out of any breach of Seller's representations and warranties. 5.2 Buyers agree to indemnify and hold Seller harmless against any loss, damage, or liability arising out of any breach of Buyers' representations and warranties. 6. Governing Law and Dispute Resolution: 6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. 6.2 Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. 7. Entire Agreement: 7.1 This Agreement, together with its exhibits and attachments, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements, whether written or verbal, relating to the subject hereof. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Seller: Buyers: _______________________________ _______________________________ Cell Pathways, Inc. MAS Funds Small Cap Value Portfolio By: By: Name: Name: Title: Title: _______________________________ _______________________________ Van Kampen American Value Fund By: Name: Title: EXHIBIT A: Description of Assets EXHIBIT B: Payment Terms

New Mexico Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Date: [Insert Date] This New Mexico Purchase Agreement ("Agreement") is made between Cell Pathways, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal office at [Insert Address], hereinafter referred to as the "Seller," and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund, collectively referred to as the "Buyers," with their principal offices at [Insert Addresses]. Seller and Buyers shall collectively be referred to as the "Parties." WHEREAS, Seller wishes to sell and Buyers wish to purchase certain assets as described herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties agree as follows: 1. Definitions: 1.1 "Assets" means all properties, including but not limited to intellectual property, contracts, goodwill, inventory, and equipment, to be acquired by the Buyers as per the terms of this Agreement. 1.2 "Closing Date" means the date on which the transfer of assets and closing of this Agreement takes place. 1.3 "Purchase Price" means the total consideration payable by the Buyers to the Seller for the Assets as defined in Section 2. 2. Sale and Transfer of Assets: 2.1 Subject to the terms and conditions of this Agreement, Seller agrees to sell and transfer, and Buyers agree to purchase, the Assets as described in Exhibit A attached hereto. 2.2 The total Purchase Price for the Assets shall be [Insert Amount]. The Parties agree to settle the Purchase Price as per the payment terms stated in Exhibit B. 3. Conditions Precedent: 3.1 This Agreement is subject to the satisfaction of certain conditions precedent, including but not limited to: a. Approval of regulatory authorities, if applicable. b. Completion of due diligence by Buyers. c. Approval by the board of directors of both Seller and Buyers. 4. Representations and Warranties: 4.1 Seller represents and warrants that: a. Seller has the full authority and legal capacity to enter into this Agreement. b. Seller has valid and unrestricted ownership of the Assets. c. The sale and transfer of the Assets will not violate any laws or contractual obligations of Seller. 4.2 Buyers represent and warrant that: a. Buyers have the full authority and legal capacity to enter into this Agreement. b. Buyers have conducted due diligence to their satisfaction. c. Buyers have obtained all necessary approvals from their respective board of directors. 5. Indemnification: 5.1 Seller agrees to indemnify and hold Buyers harmless against any loss, damage, or liability arising out of any breach of Seller's representations and warranties. 5.2 Buyers agree to indemnify and hold Seller harmless against any loss, damage, or liability arising out of any breach of Buyers' representations and warranties. 6. Governing Law and Dispute Resolution: 6.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. 6.2 Any dispute arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. 7. Entire Agreement: 7.1 This Agreement, together with its exhibits and attachments, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements, whether written or verbal, relating to the subject hereof. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Seller: Buyers: _______________________________ _______________________________ Cell Pathways, Inc. MAS Funds Small Cap Value Portfolio By: By: Name: Name: Title: Title: _______________________________ _______________________________ Van Kampen American Value Fund By: Name: Title: EXHIBIT A: Description of Assets EXHIBIT B: Payment Terms