Virginia 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. Virginia Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Virginia Sample Purchase Agreement outlines the terms and conditions of a potential transaction between Cell Pathways, Inc., the MAS Funds Small Cap Value Portfolio, and the Van Kampen American Value Fund. The document is aimed at providing a comprehensive and detailed description of the agreement using relevant keywords for easy understanding and reference. 1. Parties Involved: This agreement involves three main parties: — Cell Pathways, Inc.: The selling entity or target company offering its assets for purchase. — MAS Funds Small Cap Value Portfolio: The buyer interested in acquiring the assets of Cell Pathways, Inc. — Van Kampen American Value Fund: The co-buyer or potential investor joining MAS Funds Small Cap Value Portfolio in the purchase agreement. 2. Purchase Agreement Overview: This section of the agreement provides a concise summary of the main elements, such as the purpose, effective date, and buyer-seller relationship. 3. Definitions: To ensure clarity throughout the agreement, this section defines essential terms and phrases used extensively across the document. Keywords related to the hospitality industry, such as "assets," "purchase price," "definitive agreement," "due diligence," etc., are included. 4. Purchase and Sale of Assets: This section outlines the specifics of the assets being acquired, including any intellectual property rights, tangible property, contracts, agreements, licenses, and any other relevant items. 5. Purchase Consideration: Detailed information about the consideration provided by MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund is outlined here. It may include cash, stocks, assumption of liabilities, and any other terms of payment. 6. Due Diligence: This section explains the due diligence process required before the completion of the purchase agreement. It incorporates keywords like "audit," "review," "verification," "analysis," and "inspection." 7. Representations and Warranties: Both the seller and the buyers' representations, warranties, and indemnification obligations are mentioned in this section. It includes keywords such as "accuracy," "obligations," "confidentiality," and "compliance." 8. Conditions Precedent: The conditions that must be fulfilled by either party before the agreement's completion are enumerated in this section. Relevant keywords may include "termination rights," "approval," "third-party consent," and "regulatory compliance." 9. Termination: The circumstances in which the agreement may be terminated by either party are detailed here. This section may include keywords like "breach of contract," "force majeure," "fraud," "injunction," and "notice." 10. Confidentiality: To ensure the protection of sensitive information, this section establishes a confidentiality agreement between the parties. Keywords related to confidentiality, such as "non-disclosure," "proprietary," "trade secrets," and "confidential information," are utilized. 11. Governing Law and Dispute Resolution: The applicable laws and methods for resolving disputes arising from the agreement are mentioned in this section using relevant keywords like "mediation," "arbitration," "jurisdiction," "forum," and "choice of law." 12. Entire Agreement: This section confirms that the agreement constitutes the entire understanding between the parties, superseding any prior oral or written agreements. Keywords such as "integration," "amendment," "waiver," and "binding effect" may be present. Naming Variations of Virginia Sample Purchase Agreement: — Virginia SPA between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund — Cell Pathways, Inc. Purchase Agreement with MAS Funds and Van Kampen Fund in Virginia — Virginia Asset Purchase Agreement involving Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Note: The specific terms of the Virginia Sample Purchase Agreement mentioned here may vary depending on the actual legal document used in practice.

Virginia Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Virginia Sample Purchase Agreement outlines the terms and conditions of a potential transaction between Cell Pathways, Inc., the MAS Funds Small Cap Value Portfolio, and the Van Kampen American Value Fund. The document is aimed at providing a comprehensive and detailed description of the agreement using relevant keywords for easy understanding and reference. 1. Parties Involved: This agreement involves three main parties: — Cell Pathways, Inc.: The selling entity or target company offering its assets for purchase. — MAS Funds Small Cap Value Portfolio: The buyer interested in acquiring the assets of Cell Pathways, Inc. — Van Kampen American Value Fund: The co-buyer or potential investor joining MAS Funds Small Cap Value Portfolio in the purchase agreement. 2. Purchase Agreement Overview: This section of the agreement provides a concise summary of the main elements, such as the purpose, effective date, and buyer-seller relationship. 3. Definitions: To ensure clarity throughout the agreement, this section defines essential terms and phrases used extensively across the document. Keywords related to the hospitality industry, such as "assets," "purchase price," "definitive agreement," "due diligence," etc., are included. 4. Purchase and Sale of Assets: This section outlines the specifics of the assets being acquired, including any intellectual property rights, tangible property, contracts, agreements, licenses, and any other relevant items. 5. Purchase Consideration: Detailed information about the consideration provided by MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund is outlined here. It may include cash, stocks, assumption of liabilities, and any other terms of payment. 6. Due Diligence: This section explains the due diligence process required before the completion of the purchase agreement. It incorporates keywords like "audit," "review," "verification," "analysis," and "inspection." 7. Representations and Warranties: Both the seller and the buyers' representations, warranties, and indemnification obligations are mentioned in this section. It includes keywords such as "accuracy," "obligations," "confidentiality," and "compliance." 8. Conditions Precedent: The conditions that must be fulfilled by either party before the agreement's completion are enumerated in this section. Relevant keywords may include "termination rights," "approval," "third-party consent," and "regulatory compliance." 9. Termination: The circumstances in which the agreement may be terminated by either party are detailed here. This section may include keywords like "breach of contract," "force majeure," "fraud," "injunction," and "notice." 10. Confidentiality: To ensure the protection of sensitive information, this section establishes a confidentiality agreement between the parties. Keywords related to confidentiality, such as "non-disclosure," "proprietary," "trade secrets," and "confidential information," are utilized. 11. Governing Law and Dispute Resolution: The applicable laws and methods for resolving disputes arising from the agreement are mentioned in this section using relevant keywords like "mediation," "arbitration," "jurisdiction," "forum," and "choice of law." 12. Entire Agreement: This section confirms that the agreement constitutes the entire understanding between the parties, superseding any prior oral or written agreements. Keywords such as "integration," "amendment," "waiver," and "binding effect" may be present. Naming Variations of Virginia Sample Purchase Agreement: — Virginia SPA between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund — Cell Pathways, Inc. Purchase Agreement with MAS Funds and Van Kampen Fund in Virginia — Virginia Asset Purchase Agreement involving Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Note: The specific terms of the Virginia Sample Purchase Agreement mentioned here may vary depending on the actual legal document used in practice.