Title: Tennessee Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Introduction: In Tennessee, the following sample purchase agreement outlines the terms and conditions agreed upon between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. This agreement is designed to facilitate the acquisition of assets or shares, establishing a legal framework that protects the interests of all parties involved. It encapsulates the essential aspects of the purchase, including payment obligations, deliverables, representations, and warranties. Different variations of the Tennessee Sample Purchase Agreement exist based on the context and nature of the transaction. 1. Definition of Parties: This section of the Tennessee Sample Purchase Agreement introduces the parties involved, specifically Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. It includes their legal names, addresses, and any other relevant identification details. 2. Asset Description: This section provides a detailed description of the assets or shares being acquired. It includes specifications, quantities, quality assessments, and any other essential information pertaining to the purchased assets. The agreement may differ depending on whether it involves the acquisition of assets or shares. 3. Purchase Price and Payment Terms: Here, the agreement outlines the total purchase price agreed upon by the parties involved. It specifies the currency and any applicable taxes or fees. Additionally, the payment terms, including the method of payment, installment details, and due dates, are explicitly stated. 4. Closing Conditions and Deliverables: This section details the conditions that must be met before the transaction can be finally closed. It may include conditions related to regulatory approvals, third-party consents, inspection periods, or any other prerequisites. Furthermore, the agreement specifies the deliverables that Cell Pathways, Inc. is expected to provide, ensuring a smooth transfer of assets or shares. 5. Representations and Warranties: The Tennessee Sample Purchase Agreement includes a comprehensive section where each party makes certain representations and warranties regarding their legal capacity to enter into the agreement, the assets being acquired, and the absence of any undisclosed liabilities. These representations and warranties aim to establish trust and transparency between the parties involved. 6. Indemnification and Liability: This section outlines the provisions for indemnification in case of any breach of the agreement or misrepresentation. It stipulates the limitations of liability and the procedure for resolving disputes or claims that may arise after the purchase agreement is executed. Conclusion: The Tennessee Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund serves as a legally binding document that governs the acquisition of assets or shares in Tennessee. It encompasses various essential components, such as parties' identification, asset description, purchase price, payment terms, closing conditions, deliverables, representations, warranties, indemnification, and liability provisions, ensuring a mutually beneficial transaction with clarity and protection for all involved parties.
Tennessee Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund
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