Montana Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This Montana Sample Purchase Agreement outlines the terms and conditions of the acquisition of certain assets of Cell Pathways, Inc. by both MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. The agreement is designed to ensure a smooth and legally binding transaction between the parties involved. Keywords: Montana Sample Purchase Agreement, Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, Van Kampen American Value Fund, assets, acquisition, terms and conditions, smooth transaction. The agreement encompasses the following key points: 1. Parties Involved: The parties entering into this agreement are Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund. Each party is identified by its legal name and any relevant contact information. 2. Acquisition of Assets: The agreement states that both MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund will collectively purchase certain assets belonging to Cell Pathways, Inc. Detailed descriptions of these assets are provided, including any intellectual property, real estate properties, equipment, contracts, and other items to be transferred. 3. Purchase Price: The agreement outlines the agreed-upon purchase price for the assets. It includes the total amount to be paid by both MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund, as well as any payment terms or conditions. 4. Representations and Warranties: Each party makes certain representations and warranties regarding their authority to participate in the transaction, the accuracy of the information provided, and the absence of any undisclosed liabilities or legal issues affecting the assets. 5. Closing Process: The agreement specifies the closing process, including the location, date, and time of the closing. It also outlines the obligations of each party leading up to the closing, such as the delivery of necessary documents and the approval of any required regulatory or shareholder approvals. 6. Conditions Precedent: This section details the conditions that must be fulfilled before the closing can occur. It may include the satisfactory completion of due diligence, obtaining necessary consents, or the absence of any material adverse changes in the assets or the industry. 7. Indemnification and Liability: The agreement addresses the indemnification obligations of each party in case of any breaches, misrepresentations, or liabilities arising from the transaction. It also outlines any limitations on liability or damages. It is worth mentioning that while this content provides a general outline of a Montana Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund, the actual agreement may contain additional provisions or be tailored to specific circumstances, such as including provisions on dispute resolution, confidentiality, or non-compete agreements.