Suffolk New York 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
• County: Suffolk
• 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. Suffolk New York Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Date: This Sample Purchase Agreement ("Agreement") is made and entered into by and between Cell Pathways, Inc. ("Seller"), MAS Funds Small Cap Value Portfolio ("Buyer 1"), and Van Kampen American Value Fund ("Buyer 2") collectively referred to as the "Parties." Recitals: 1. Seller, a company incorporated under the laws of the state of New York, desires to sell certain assets to Buyer 1 and Buyer 2. 2. Buyer 1 and Buyer 2, both reputable investment firms, wish to acquire the assets from Seller. 3. The parties have mutually agreed to enter into this Agreement subject to the terms and conditions herein. Agreement: 1. Definitions: a. "Assets" shall refer to the tangible and intangible properties agreed upon for purchase. b. "Purchase Price" shall indicate the total consideration for the Assets as agreed upon by the Parties. 2. Purchase and Sale of Assets: a. Seller agrees to sell and Buyers agree to purchase the Assets as outlined in Exhibit A attached hereto. 3. Purchase Price and Payment Terms: a. The Purchase Price for the Assets shall be specified in Exhibit A. b. Payment of the Purchase Price shall be made as agreed upon by the Parties and outlined in Exhibit B. 4. Representations and Warranties: a. Seller represents and warrants that it has the legal authority to sell the Assets. b. Buyer 1 and Buyer 2 represent and warrant that they have the necessary funds and authorization to make the purchase. 5. Closing and Transition: a. The closing of the transaction shall occur within [number of days] upon fulfillment of all conditions precedent. b. Seller agrees to cooperate with Buyers during the transition period to ensure a smooth transfer of the Assets. 6. Governing Law: a. This Agreement shall be governed by and construed in accordance with the laws of the state of New York. 7. Confidentiality: a. The Parties agree to keep all non-public information exchanged during the negotiation and execution of this Agreement confidential. 8. Entire Agreement: a. This Agreement, along with its exhibits, constitutes the entire understanding between the Parties and supersedes any prior agreements or understandings. Execution: This Agreement shall be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one Agreement. This Agreement may also be executed electronically, with each electronic signature considered an original. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. Seller_signature buyer1_signature buyer2_signature Cell Pathways, Inc. MAS Funds Small Cap Value Portfolio Van Kampen American Value Fund.

Suffolk New York Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund Date: This Sample Purchase Agreement ("Agreement") is made and entered into by and between Cell Pathways, Inc. ("Seller"), MAS Funds Small Cap Value Portfolio ("Buyer 1"), and Van Kampen American Value Fund ("Buyer 2") collectively referred to as the "Parties." Recitals: 1. Seller, a company incorporated under the laws of the state of New York, desires to sell certain assets to Buyer 1 and Buyer 2. 2. Buyer 1 and Buyer 2, both reputable investment firms, wish to acquire the assets from Seller. 3. The parties have mutually agreed to enter into this Agreement subject to the terms and conditions herein. Agreement: 1. Definitions: a. "Assets" shall refer to the tangible and intangible properties agreed upon for purchase. b. "Purchase Price" shall indicate the total consideration for the Assets as agreed upon by the Parties. 2. Purchase and Sale of Assets: a. Seller agrees to sell and Buyers agree to purchase the Assets as outlined in Exhibit A attached hereto. 3. Purchase Price and Payment Terms: a. The Purchase Price for the Assets shall be specified in Exhibit A. b. Payment of the Purchase Price shall be made as agreed upon by the Parties and outlined in Exhibit B. 4. Representations and Warranties: a. Seller represents and warrants that it has the legal authority to sell the Assets. b. Buyer 1 and Buyer 2 represent and warrant that they have the necessary funds and authorization to make the purchase. 5. Closing and Transition: a. The closing of the transaction shall occur within [number of days] upon fulfillment of all conditions precedent. b. Seller agrees to cooperate with Buyers during the transition period to ensure a smooth transfer of the Assets. 6. Governing Law: a. This Agreement shall be governed by and construed in accordance with the laws of the state of New York. 7. Confidentiality: a. The Parties agree to keep all non-public information exchanged during the negotiation and execution of this Agreement confidential. 8. Entire Agreement: a. This Agreement, along with its exhibits, constitutes the entire understanding between the Parties and supersedes any prior agreements or understandings. Execution: This Agreement shall be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one Agreement. This Agreement may also be executed electronically, with each electronic signature considered an original. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. Seller_signature buyer1_signature buyer2_signature Cell Pathways, Inc. MAS Funds Small Cap Value Portfolio Van Kampen American Value Fund.