New Jersey Sample Purchase Agreement between Organichem Corporation and Albany Molecular Research, Inc.

• Category: Corporations - Public - Purchase
• State: Multi-State
• 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.

New Jersey Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This sample purchase agreement is intended to outline the terms and conditions upon which Organic hem Corporation ("Organic hem") agrees to purchase certain assets from Albany Molecular Research, Inc. ("MRI"), both being New Jersey-based companies. 1. Parties: a. Organic hem Corporation: A chemical manufacturing company specializing in organic compounds production, with its principal place of business located in New Jersey. b. Albany Molecular Research, Inc.: A research and development organization in the pharmaceutical and biotechnology industry, headquartered in New Jersey. 2. Agreement Purpose: This Purchase Agreement serves the purpose of establishing the terms, conditions, and responsibilities regarding the sale and transfer of certain assets from MRI to Organic hem. The assets involved may include tangible assets such as equipment, machinery, inventory, or intangible assets like patents, trademarks, and proprietary information, as set forth in Exhibit A. 3. Purchase Price: Organic hem agrees to purchase the assets, as described in Exhibit A, from MRI for a mutually agreed-upon purchase price of [insert purchase price amount] to be paid in [insert payment terms]. Payment shall be made by [insert payment method], as agreed between the parties. 4. Closing Date and Conditions: a. The closing of this transaction shall take place on [insert closing date], subject to the fulfillment of certain conditions set forth in this Agreement, including but not limited to: i. Approval of all necessary governmental, regulatory, and third-party consents. ii. Satisfactory completion of due diligence by Organic hem. iii. Execution and delivery of all required ancillary documents. b. In the event that any of the conditions mentioned in clause 4(a) are not fulfilled by the closing date, the parties may agree to extend the closing date or terminate the agreement in accordance with the terms set forth in clause 10. 5. Representations and Warranties: Both Organic hem and MRI make certain representations and warranties to each other, which are crucial for the successful completion of this transaction. These representations and warranties include, but are not limited to: a. Ownership and Status: Both parties represent that they have full authority and power to execute and perform this Agreement, and that they are duly organized, validly existing, and in good standing under the laws of New Jersey. b. Assets: MRI represents that it holds full legal title, ownership, and control over the assets being transferred and that no other person or entity has any claims, liens, or encumbrances on these assets, except as disclosed in Exhibit B. c. Compliance with Laws: Both parties represent that their respective operations, businesses, and assets comply with all applicable laws, regulations, and permits as required by New Jersey state or federal authorities. 6. Indemnification: The Purchase Agreement includes comprehensive indemnification provisions for both parties whereby each party agrees to indemnify, defend, and hold the other party harmless from any claims, damages, liabilities, or expenses arising out of the breach of representations, warranties, or any other obligations under this Agreement. 7. Confidentiality and Non-Disclosure: To protect the parties' respective interests, the Agreement sets forth provisions regarding the confidentiality and non-disclosure of proprietary information shared during the course of the transaction. These provisions aim to safeguard any confidential data, trade secrets, client lists, technical information, or business strategies that may be shared between the parties. 8. Governing Law and Jurisdiction: This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New Jersey. Different Types of New Jersey Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc.: 1. Asset Purchase Agreement: This type of purchase agreement focuses on the transfer of tangible and intangible assets from MRI to Organic hem, specifying the terms and conditions for the sale. 2. Intellectual Property Purchase Agreement: Specifically addressing the purchase and transfer of intellectual property rights, this agreement may focus on patents, trademarks, copyrights, or other proprietary rights owned by MRI and being sold to Organic hem. 3. Stock Purchase Agreement: In the case where Organic hem Corporation opts to purchase the entire share capital or a majority stake of MRI, a Stock Purchase Agreement would be used to outline the terms and conditions of the transaction, including purchase price, valuation, and representations and warranties.