Fairfax Virginia Sample Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc.

• Category: Corporations - Public - Purchase
• State: Multi-State
• County: Fairfax
• Control #: US-EG-9393
• Format: Word; Rich Text

Description

Debenture Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc. regarding the sale and purchase of convertible subordinated debentures dated December 21, 1999. 19 pages. Fairfax Virginia Sample Purchase Agreement This Fairfax Virginia Sample Purchase Agreement is entered into between Organic hem Corporation, hereinafter referred to as the "Seller" and Albany Molecular Research, Inc., hereinafter referred to as the "Purchaser," collectively referred to as the "Parties." 1. Agreement Overview: This Purchase Agreement outlines the terms and conditions governing the sale and purchase of certain assets and intellectual property rights owned by the Seller by the Purchaser. 2. Assets: The Seller agrees to sell and the Purchaser agrees to purchase the following assets: — All tangible assets located at the Seller's facility in Fairfax, Virginia, including but not limited to machinery, equipment, furniture, and inventory. — All intellectual property rights, patents, copyrights, trademarks, and trade secrets related to the Seller's business operations in Fairfax, Virginia. 3. Purchase Price: The Purchaser agrees to pay the Seller a total purchase price of [insert purchase amount], payable as follows: [Specify payment terms, e.g., lump sum, installments, etc.]. 4. Closing: The closing date for this transaction shall be within [insert number of days] days from the execution of this agreement. The closing shall occur at a mutually convenient location as agreed upon by the Parties. 5. Representations and Warranties: a. Seller's representations and warranties: — The Seller represents and warrants that it is the sole owner of the assets being sold, and they are free from any liens, encumbrances, or claims. — The Seller represents and warrants that it has the legal right and authority to enter into this agreement and sell the assets. b. Purchaser's representations and warranties: — The Purchaser represents and warrants that it has all necessary corporate power and authority to enter into this agreement and complete the transaction. — The Purchaser represents and warrants that it has conducted due diligence regarding the assets and is entering into this agreement based on its own judgment and assessment. 6. Indemnification: The Seller agrees to indemnify and hold the Purchaser harmless from any claims, damages, losses, liabilities, or expenses arising out of or related to any breach of the representations and warranties made by the Seller under this agreement. 7. Governing Law and Jurisdiction: This agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia. Any disputes arising under this agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia. 8. Confidentiality: Both Parties shall keep all non-public information obtained during the course of this agreement confidential and shall not disclose it to any third party without prior written consent. This sample purchase agreement between Organic hem Corporation and Albany Molecular Research, Inc. is a comprehensive template that covers the general aspects of a purchase agreement. The specifics such as purchase price, closing, and representations may vary based on the actual agreement negotiated between the Parties.

Fairfax Virginia Sample Purchase Agreement This Fairfax Virginia Sample Purchase Agreement is entered into between Organic hem Corporation, hereinafter referred to as the "Seller" and Albany Molecular Research, Inc., hereinafter referred to as the "Purchaser," collectively referred to as the "Parties." 1. Agreement Overview: This Purchase Agreement outlines the terms and conditions governing the sale and purchase of certain assets and intellectual property rights owned by the Seller by the Purchaser. 2. Assets: The Seller agrees to sell and the Purchaser agrees to purchase the following assets: — All tangible assets located at the Seller's facility in Fairfax, Virginia, including but not limited to machinery, equipment, furniture, and inventory. — All intellectual property rights, patents, copyrights, trademarks, and trade secrets related to the Seller's business operations in Fairfax, Virginia. 3. Purchase Price: The Purchaser agrees to pay the Seller a total purchase price of [insert purchase amount], payable as follows: [Specify payment terms, e.g., lump sum, installments, etc.]. 4. Closing: The closing date for this transaction shall be within [insert number of days] days from the execution of this agreement. The closing shall occur at a mutually convenient location as agreed upon by the Parties. 5. Representations and Warranties: a. Seller's representations and warranties: — The Seller represents and warrants that it is the sole owner of the assets being sold, and they are free from any liens, encumbrances, or claims. — The Seller represents and warrants that it has the legal right and authority to enter into this agreement and sell the assets. b. Purchaser's representations and warranties: — The Purchaser represents and warrants that it has all necessary corporate power and authority to enter into this agreement and complete the transaction. — The Purchaser represents and warrants that it has conducted due diligence regarding the assets and is entering into this agreement based on its own judgment and assessment. 6. Indemnification: The Seller agrees to indemnify and hold the Purchaser harmless from any claims, damages, losses, liabilities, or expenses arising out of or related to any breach of the representations and warranties made by the Seller under this agreement. 7. Governing Law and Jurisdiction: This agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia. Any disputes arising under this agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia. 8. Confidentiality: Both Parties shall keep all non-public information obtained during the course of this agreement confidential and shall not disclose it to any third party without prior written consent. This sample purchase agreement between Organic hem Corporation and Albany Molecular Research, Inc. is a comprehensive template that covers the general aspects of a purchase agreement. The specifics such as purchase price, closing, and representations may vary based on the actual agreement negotiated between the Parties.