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
• 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.

New York Sample Purchase Agreement between Cell Pathways, Inc., MAS Funds Small Cap Value Portfolio, and Van Kampen American Value Fund This New York Sample Purchase Agreement ("Agreement") is entered into on [insert date] by and between Cell Pathways, Inc. ("Seller") and MAS Funds Small Cap Value Portfolio ("Buyer") and Van Kampen American Value Fund ("Co-Buyer") collectively referred to as "Parties". 1. Introduction and Background This Agreement outlines the terms and conditions under which the Seller agrees to sell and the Buyer agrees to purchase, and Co-Buyer agrees to jointly acquire, certain assets, future revenues, and interests of Cell Pathways, Inc. The Parties recognize that this transaction involves a transfer of substantial value and commit to completing the purchase in accordance with the terms herein. 2. Purchase Price and Payment 2.1 The Buyer and Co-Buyer agree to pay the Seller the total sum of [insert purchase price], payable as follows: [insert payment terms]. The payment shall be made in cash or through other agreed-upon means. 2.2 The Buyer and Co-Buyer acknowledge that payment of the purchase price shall be made upon the closing of this Agreement and receipt of all necessary approvals. 3. Closing Conditions and Obligations 3.1 The closing of this Agreement shall occur within [insert timeframe] following the satisfaction of the below conditions. 3.2 The Seller shall provide the Buyer and Co-Buyer with the necessary documents, certifications, statements, and disclosure schedules as required under New York state law. 3.3 The Buyer and Co-Buyer shall conduct due diligence to their satisfaction, including but not limited to financial, legal, and technical assessments. 4. Representations and Warranties 4.1 The Seller represents and warrants that it legally owns the assets to be transferred and has the authority to sell them. 4.2 The Seller further represents and warrants that all disclosed information is accurate, complete, and not misleading. 4.3 The Buyer and Co-Buyer acknowledge that they have relied on the Seller's representations and warranties in entering into this Agreement. 5. Indemnification 5.1 The Seller agrees to indemnify and hold harmless the Buyer and Co-Buyer and their officers, directors, employees, and agents from any claims, liabilities, or damages arising out of breaches of any representations, warranties, or covenants under this Agreement. 5.2 The Buyer and Co-Buyer agree to indemnify and hold harmless the Seller and its officers, directors, employees, and agents from any claims, liabilities, or damages arising out of their actions or breaches under this Agreement. 6. Governing Law and Jurisdiction 6.1 This Agreement shall be governed by and construed in accordance with the laws of the state of New York. Any disputes arising under this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. 6.2 The Parties hereby submit to the exclusive jurisdiction and venue of the state and federal courts located in the state of New York. This New York Sample Purchase Agreement provides the framework for the transaction between Cell Pathways, Inc. and the MAS Funds Small Cap Value Portfolio and Van Kampen American Value Fund. It lays out the purchase price, payment terms, closing conditions, representations, indemnification, and applicable governing laws. The Parties can use this Agreement as a starting point for negotiating their own specific terms.