Kings New York Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Kings New York Sample Purchase Agreement is a legally binding document that outlines the terms and conditions under which Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund agree to the purchase and transfer of certain assets. This agreement is designed to protect the interests of all parties involved and to ensure a smooth transaction. Key Terms and Conditions: 1. Purchase Price: The Purchase Price for the assets shall be determined through negotiations between the parties involved. It will take into consideration the market value, asset condition, and other relevant factors. The agreed-upon Purchase Price will be stated in the agreement. 2. Assets: The agreement will specify the assets being purchased, including detailed descriptions, quantities, and any associated documentation. The assets may include securities, properties, or any other tangible or intangible assets as agreed upon by all parties involved. 3. Closing Date: The Closing Date refers to the date on which the transfer of ownership and possession of the assets takes place. It will be agreed upon by the parties involved and clearly stated in the agreement. 4. Representations and Warranties: Both the buyer and the seller will provide certain representations and warranties to ensure the accuracy and completeness of the transaction. These may include confirmation of ownership, absence of encumbrances, and compliance with applicable laws and regulations. 5. Indemnification: The agreement will outline the indemnification terms, where one party agrees to compensate the other party for any losses, damages, or liabilities arising from a breach of the agreement or any misrepresentation. The indemnification provisions will protect the parties from unforeseen risks or liabilities. Additional Types of Purchase Agreements: 1. Asset Purchase Agreement: This variant of the Purchase Agreement focuses on the sale and transfer of specific assets rather than the entire business or company. 2. Stock Purchase Agreement: In this type of agreement, the buyer acquires the stocks or shares of a target company, gaining control and ownership of the entire business. 3. Merger Agreement: A merger agreement outlines the terms and conditions under which two or more separate businesses combine into one entity. It involves the consolidation of assets and liabilities, as well as the integration of operations. Conclusion: The Kings New York Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund is a critical document that safeguards the interests of all parties involved in the transfer of assets. It ensures transparency, clarity, and legal protection throughout the transaction process. It is crucial for all parties to review and understand the agreement thoroughly before signing to avoid any disputes or misunderstandings.