Salt Lake Utah Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund This Salt Lake Utah Sample Purchase Agreement is made between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund, collectively referred to as "Parties". 1. Agreement Overview: This Purchase Agreement outlines the terms and conditions under which Cell Pathways, Inc. sells certain assets to MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. This agreement is binding upon all parties involved and serves as a legal document governing the transaction. 2. Parties' Information: a. Cell Pathways, Inc.: A leading biomedical company located in Salt Lake City, Utah, specializing in research and development of innovative diagnostic technologies and therapies. b. MAS Funds Small Cap Value Portfolio: An investment fund managed by MAS Investments, focused on investing in small-cap value stocks and securities. c. Van Kampen American Value Fund: A mutual fund managed by Van Kampen Investments, specializing in value-based investments in companies across various industries. 3. Asset Purchase: a. Description of Assets: This agreement encompasses the sale and transfer of specific assets, including but not limited to intellectual property rights, patents, proprietary technologies, and related documentation. b. Purchase Price: The purchase price for the assets shall be agreed upon by the Parties through negotiations and will be documented in a separate section of this agreement. 4. Representations and Warranties: a. Cell Pathways, Inc. represents and warrants that it is the rightful owner of the assets being sold and has the authority to enter into this agreement. b. MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund represent and warrant that they have the financial capacity and legal authority to make the purchase as outlined in this agreement. 5. Conditions: a. Closing: The completion of this purchase agreement is subject to certain closing conditions, including but not limited to the satisfactory completion of due diligence, regulatory approvals, and any necessary third-party consents. b. Termination: This agreement may be terminated if one or more of the parties fail to fulfill their obligations or if any material breach occurs. 6. Governing Law and Jurisdiction: This agreement shall be governed by and construed in accordance with the laws of the state of Utah. Any disputes arising from the agreement will be subject to the exclusive jurisdiction of the state and federal courts in Salt Lake City, Utah. This Salt Lake Utah Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund sets forth the terms and conditions under which the sale of assets will occur. It provides a framework for a legally binding transaction between the involved parties while ensuring compliance with relevant laws and regulations governing such agreements.
Salt Lake Utah Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund
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