West Virginia Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund This West Virginia Sample Purchase Agreement is a legal document that outlines the terms and conditions of the purchase agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. Key terms: 1. Parties involved: The agreement is entered into between Cell Pathways, Inc. (referred to as the "Seller") and MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund (referred to as the "Purchasers") collectively referred to as the "Parties." 2. Purchase price: The agreement specifies the purchase price that the Purchasers will pay to the Seller for the acquisition of certain assets or shares of the Seller's company. The purchase price will be determined based on a mutually agreed valuation and payment terms. 3. Assets/Shares: The agreement outlines the specific assets or shares that the Purchasers will be acquiring from the Seller. It includes a detailed description of the assets/shares, their quantity, quality, and any associated liabilities. 4. Representations and warranties: The Seller provides representations and warranties about the assets/shares being sold, ensuring their accuracy, legality, and compliance with relevant laws and regulations. This section protects the Purchasers from any undisclosed liabilities or misrepresentations. 5. Closing conditions: The agreement specifies the conditions that must be fulfilled for the purchase to be considered complete. This includes obtaining necessary approvals, consents, and permits, as well as compliance with applicable laws and regulations. 6. Confidentiality: Both Parties agree to maintain confidentiality regarding any non-public information exchanged during the negotiation and execution of this agreement, protecting trade secrets and sensitive business information. 7. Governing law and jurisdiction: The agreement states that it shall be governed by and construed in accordance with the laws of West Virginia, ensuring the legal validity and enforceability of the agreement under West Virginia jurisdiction. 8. Indemnification: The agreement includes provisions for indemnification, stating that the Seller will be responsible for any losses or damages incurred by the Purchasers due to any breaches of the agreement's provisions or the Seller's representations and warranties. Variations of the West Virginia Sample Purchase Agreement may include additional clauses or modifications to suit specific situations. For example, if the transaction involves real estate, intellectual property, or other specific assets, these elements may be addressed in separate sections to provide clarity and specificity. It is crucial for both parties to carefully review the agreement and seek legal advice before finalizing the purchase agreement.
West Virginia Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund
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