Asset Purchase Agreement Sample Contracts

Asset Purchase Agreement (May 22nd, 2017)

This ASSET PURCHASE AGREEMENT ("Agreement") is dated as of May 15, 2017, by and between REDAPT SDN, LLC, a Washington limited liability company ("Buyer"), INTERCLOUD SYSTEMS, INC., a Delaware corporation ("Seller").

Grote Molen Inc – Asset Purchase Agreement (May 22nd, 2017)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of March 31, 2017 by and among GROTE MOLEN, INC., a Nevada corporation ("Seller"), and John Hofman and Bruce Crane, individuals (collectively, "Purchaser").

ASSET PURCHASE AGREEMENT Dated as of May 17, 2017 by and Between HTC GLOBAL VENTURES, LLC as Purchaser, and CIBER, INC., as Seller (May 19th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of May 17, 2017 (the "Agreement Date"), is by and between HTC Global Ventures, LLC, a Michigan limited liability corporation ("Purchaser"), and Ciber, Inc., a Delaware corporation ("Seller"). Purchaser and Seller are collectively referred to herein as the "Parties" and individually as a "Party". For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Katy Industries – ASSET PURCHASE AGREEMENT BY AND AMONG KATY INDUSTRIES, INC., CONTINENTAL COMMERCIAL PRODUCTS, LLC, FTW HOLDINGS, INC., and FORT WAYNE PLASTICS, INC., AS SELLERS - And - JANSAN ACQUISITION, LLC, AS PURCHASER Dated as of May 14, 2017 (May 18th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), is made and entered into as of May 14, 2017 (the Signing Date), by and among Katy Industries, Inc., a Delaware corporation, Continental Commercial Products, LLC, a Delaware limited liability company, and Fort Wayne Plastics, Inc., an Indiana corporation, FTW Holdings, Inc., a Delaware corporation (collectively, as Sellers and, each, a Seller), and Jansan Acquisition, LLC, a Delaware limited liability company (the Purchaser). Sellers and Purchaser are each referred to herein as a Party and collectively as the Parties. Capitalized terms used herein are defined in Annex A.

ASSET PURCHASE AGREEMENT Among ASPEN GROUP, INC. And ASPEN NEWCO, INC. And EDUCACION SIGNIFICATIVA, LLC and LINDEN EDUCATION PARTNERS LLC Dated as of May 13, 2017 (May 18th, 2017)

This Asset Purchase Agreement (this Agreement), dated as of May 13, 2017, is entered into among Aspen Group, Inc., a Delaware corporation (Aspen), solely for the purposes of Section 2.06(b), Section 5.02(b), Section 5.04, Section 5.06, Section 5.08, Section 5.09, Section 5.10, Section 5.15, Section 5.17, Section 9.02, Article IV, Article VII, Article VIII, and Article X; Aspen Newco, Inc., a Delaware corporation ("Newco"); Educacion Significativa, LLC, a Delaware limited liability company (Company); and Linden Education Partners LLC, a Delaware limited liability company (Linden), solely for the purposes of Section 3.07(d), Section 5.02(b), Section 5.03, Section 5.04(a), Section 5.04(b), Section 5.06, Section 5.07, Section 5.08, Section 5.09, Section 5.13, Section 5.17, Section 9.02, Article VII, Article VIII, and Article X.

Alj Regional Holdings Inc – Asset Purchase Agreement (May 16th, 2017)

This ASSET PURCHASE AGREEMENT, dated May 15, 2017, is by and among Faneuil, Inc., a Delaware corporation ("Buyer"), Vertex Business Services LLC, a Delaware limited liability company ("Seller") and solely for purposes of Article V, Sections 6.12, 6.13 and 7.2 and Article VIII of this Agreement, ALJ Regional Holdings, Inc., a Delaware corporation ("Parent").

ASSET PURCHASE AGREEMENT Between DEPUY SYNTHES, INC. And INTEGRA LIFESCIENCES HOLDINGS CORPORATION Dated as of February 14, 2017 (May 15th, 2017)

WHEREAS, Seller directly and indirectly through certain of its Affiliates (as defined below), currently conducts a global business of researching, developing, manufacturing or having made, marketing, distributing and selling, as the case may be, the products set forth on Exhibit A (the Products) for use in connection with neurosurgery procedures, but, for the avoidance of doubt, excluding the business and technology of products for use in connection with neurovascular procedures and drug delivery and cranio maxillofacial procedures (collectively, the Business); and

Airgain Inc – Asset Purchase Agreement (May 12th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of April 7, 2017, is entered into by and between MCA Financial Group, Ltd., as the appointed receiver for Antenna Plus, LLC ("Seller"), and Airgain, Inc., a Delaware corporation ("Buyer").

Athenex, Inc. – ASSET PURCHASE AGREEMENT Between ATHENEX, INC. And AMPHASTAR PHARMACEUTICALS, INC. Dated as of February 1, 2017 (May 12th, 2017)

ASSET PURCHASE AGREEMENT dated as of , 2017 (this Agreement), between Athenex, Inc., a Delaware corporation (Purchaser) and Amphastar Pharmaceuticals, Inc., a Delaware corporation (Seller).

Loton, Corp – Asset Purchase Agreement (May 11th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of May 5, 2017, is entered into by and among Wantickets RDM, LLC, a Delaware limited liability company (the "Seller"), Danco Enterprises, LLC, a New York limited liability company and the managing member (the "Seller Managing Member") of Gamwant LLC, a Delaware limited liability company and the ultimate parent company of the Seller ("GW"), Joseph Schnaier, an individual ("Schnaier"), Gamtix, LLC, a New York limited liability company ("Gamtix", and collectively with the Seller Managing Member and Schnaier, the "Members"), LiveXLive Tickets, Inc. (the "Buyer"), a Delaware corporation and a wholly owned subsidiary of Loton, Corp, a Nevada corporation ( "Loton"), and Loton.

Aytu Bioscience, Inc – ASSET PURCHASE AGREEMENT March 31, 2017 (May 11th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made by and between Aytu BioScience, Inc., a Delaware corporation ("Seller"), and Allegis Holdings, LLC, a Mississippi limited liability company ("Purchaser"), as of the date first written above (the "Execution Date"). Purchaser and Seller also may be referred to herein each as a "Party" and collectively as the "Parties." All capitalized terms used in this Agreement are defined in Section 1.1 below.

Exhibits Asset Purchase Agreement (May 10th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of May 9, 2017, is made and entered into by and among (i) Saga Broadcasting, LLC, a Delaware limited liability company ("Saga Broadcasting") and Saga Quad States Communications, LLC, a Delaware limited liability company ("Saga Quad States") (together, Saga Broadcasting and Saga Quad States are the "Seller"), (ii) Evening Telegram Company d/b/a Morgan Murphy Media a Wisconsin corporation ("Buyer"), and (iii) solely as to Section 6.23, Saga Communications, Inc., a Delaware corporation ("Guarantor").

Asset Purchase Agreement (May 10th, 2017)

ASSET PURCHASE AGREEMENT ("Agreement") dated May 9, 2017 ("Effective Date"), by and among (i) APEX MEDIA CORPORATION, a South Carolina corporation ("AMC"), (ii) PEARCE DEVELOPMENT, LLC, f/k/a Apex Real Property, LLC, a South Carolina limited liability company ("ARP" and, collectively with AMC, the "Sellers"), (iii) Saga Quad States Communications, LLC, a Delaware limited liability company ("Buyer") and (iv) solely as to Section 13.9, G. Dean Pearce, individually ("Owner").

Gain Capital Holdings – Asset Purchase Agreement (May 10th, 2017)

AGREEMENT (this "Agreement") dated as of February 7, 2017 by and between Gain Capital Group, LLC, a Delaware limited liability company ("Buyer") and Forex Capital Markets L.L.C., a Delaware limited liability company ("Seller"). Buyer and Seller are sometimes collectively referred to herein as the "Parties".

Asset Purchase Agreement (May 9th, 2017)

This Asset Purchase Agreement (the "Agreement"), made as of May 8, 2017, is entered into by and among Emmis Radio, LLC, an Indiana limited liability company and Emmis Radio License, LLC, an Indiana limited liability company (collectively "Seller"), on the one hand, and KWHY-22 Broadcasting, LLC ("Buyer"), a California limited liability company and a single member limited liability company owned by Meruelo Television, LLC, on the other hand.

ASSET PURCHASE AGREEMENT by and Between PROBARIS TECHNOLOGIES, INC. And WIDEPOINT CYBERSECURITY SOLUTIONS CORPORATION Dated as of April 13, 2017 ASSET PURCHASE AGREEMENT (May 9th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of April 13, 2017, is entered into between PROBARIS TECHNOLOGIES, INC., a Delaware corporation ("Seller"), WIDEPOINT CYBERSECURITY SOLUTIONS CORPORATION, a Virginia corporation ("Buyer"), and, solely for the purposes set forth on the signature page hereto, WIDEPOINT CORPORATION, a Delaware corporation.

Air T, Inc. – Asset Purchase Agreement (May 8th, 2017)

THIS ASSET PURCHASE AGREEMENT (Agreement) is entered into effective this 2nd day of May, 2017, by and among AIRCRAFT INSTRUMENT AND RADIO COMPANY, INCORPORATED, a Kansas corporation (AIRCO), AIRCRAFT INSTRUMENT AND RADIO SERVICES, INC., a Kansas corporation (AIRS) (collectively, AIRCO and AIRS are the Seller), Martin Potash (Shareholder), and AIRCO, LLC, a North Carolina limited liability company (Purchaser).

Contura Energy, Inc. – ASSET PURCHASE AGREEMENT Dated as of July 26, 2016 Among CONTURA ENERGY, INC., ALPHA NATURAL RESOURCES, INC., THE SUBSIDIARIES OF ALPHA NATURAL RESOURCES, INC. LISTED ON SCHEDULE a HERETO, ANR, INC. And ALPHA NATURAL RESOURCES, INC., AS SELLERS' REPRESENTATIVE (May 8th, 2017)

ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 26, 2016 (the "Effective Date"), by and among Contura Energy, Inc., a Delaware corporation ("Buyer"), Alpha Natural Resources, Inc., a Delaware corporation ("Alpha Natural Resources"), the Subsidiaries (as hereinafter defined) of Alpha Natural Resources set forth on Schedule A (collectively, the "ANR Subsidiaries", and together with Alpha Natural Resources, the "Sellers"), Alpha Natural Resources, as Sellers' Representative ("Sellers' Representative"), and ANR, Inc., a Delaware corporation ("ReorgCo"). The Sellers, Buyer (and any Designated Buyers), Sellers' Representative and ReorgCo are referred to herein individually as a "Party" and collectively as the "Parties".

Camping World Holdings, Inc. – Asset Purchase Agreement Dated as of May 4, 2017 by and Among Cwi, Inc. And Gander Mountain Company and the Other Parties Signatory Hereto (May 8th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of May 4, 2017 (the Effective Date), by and among CWI, Inc., a Kentucky corporation (Buyer), and Gander Mountain Company, a Minnesota corporation (Company), and certain of its Subsidiaries set forth on Annex A hereto (collectively, Sellers and each individually a Seller). Capitalized terms used herein and not otherwise defined herein have the meaning set forth in Article I.

First Amendment to Asset Purchase Agreement (May 8th, 2017)

This First Amendment to Asset Purchase Agreement (this "Amendment") is made and entered into as of May 2, 2017, by and among Capgemini America, Inc. ("Purchaser"), Ciber, Inc., a Delaware corporation ("Seller") and, solely for the limited purpose of Section 8.20 of the Agreement, CIBERsites India Private Limited, a company organized under the laws of India and a wholly-owned subsidiary of Seller (the "Company Subsidiary"). Purchaser, Seller and the Company Subsidiary are sometimes each referred to in this Amendment as a "Party" and collectively as the "Parties".

Arkados Group – Asset Purchase Agreement (May 5th, 2017)

This Asset Purchase Agreement (the "Agreement") is made this 1st day of May, 2017 (the "Effective Date"), by and between Arkados Group, Inc. ("Buyer"), a Delaware corporation, with an address of 211 Warren Street, Suite 320, Newark, NJ 07103, and SolBright Renewable Energy, LLC ("Seller"), a South Carolina limited liability company, with an address of 701 East Bay Street, Suite 302, Charleston, SC 29403.

Confidential License and Asset Purchase Agreement Dated as of January 23, 2012 Between Spectrum Pharmaceuticals Cayman, L.P. (May 4th, 2017)

This License and Asset Purchase Agreement, dated as of January 23, 2012 (the "Execution Date") (as amended or otherwise modified, the "Agreement"), is between Spectrum Pharmaceuticals Cayman, L.P., an Exempted Limited Partnership organized under the laws of the Cayman Islands ("Purchaser") and Bayer Pharma AG, a German aktiengesellschaft ("Bayer").

ANI Pharmaceuticals, Inc. – ASSET PURCHASE AGREEMENT Between HOLMDEL PHARMACEUTICALS, LP and ANI PHARMACEUTICALS, INC. DATED AS OF FEBRUARY 23, 2017 (May 4th, 2017)

This Asset Purchase Agreement is made and entered into as of the 23rd day of February 2017, by and between Holmdel Pharmaceuticals, LP, a Delaware limited partnership ("Seller") and ANI Pharmaceuticals, Inc., a corporation organized under the laws of Delaware ("Purchaser").

Alliance MMA, Inc. – Asset Purchase Agreement (May 4th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of May 2, 2017 (the "Effective Date"), is entered into by and among UNDISPUTED PRODUCTIONS, LLC, a Georgia limited liability company ("Seller"), Dave Oblas, an individual and resident of the State of Georgia (the "Selling Member"), and ALLIANCE MMA, INC., a Delaware corporation ("Buyer").

Demand Media Inc. – Asset Purchase Agreement (May 4th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated May 1, 2017, is made by and among Leaf Group Ltd., a Delaware corporation ("Buyer"), Deny Designs, a Colorado corporation ("Seller") and Dustin Nyhus ("Seller Shareholder").

Amendment No. 2 to Asset Purchase Agreement (May 4th, 2017)

THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment"), is made and entered into this 28th day of April, 2017, by and among Layne Christensen Company, a Delaware corporation ("Parent"), Layne Heavy Civil, Inc., an Indiana corporation ("LHC"), W.L. Hailey & Company, Inc., a Tennessee corporation ("WLH"), Meadors Construction Co., Inc., a Florida corporation ("MCC"), Reynolds Water Islamorada, LLC, a Delaware limited liability company ("RWI"), Layne Southwest, Inc., a New Mexico corporation ("Southwest"), and Layne Transport Co., an Indiana corporation ("Transport" and, together with Parent, LHC, WLH, MCC, RWI and Southwest, each a "Seller" and, collectively, "Sellers"), Reycon Partners LLC, a Delaware limited liability company ("Buyer"), and Jeffrey Reynolds, Leslie F. Archer, Kevin F. Strott, Michael P. Burton, Kevin D. Shemwell, Wesley L. Self and Elizabeth Smith (each, a "Guarantor" and collectively, "Guarantors"). Sellers, Buyer and Guarantors are sometimes individuall

ANI Pharmaceuticals, Inc. – ASSET PURCHASE AGREEMENT Between CRANFORD PHARMACEUTICALS, LLC and ANI PHARMACEUTICALS, INC. DATED AS OF FEBRUARY 23, 2017 (May 4th, 2017)

This Asset Purchase Agreement is made and entered into as of the 23rd day of February 2017, by and between Cranford Pharmaceuticals, LLC, a Delaware limited liability company ("Seller") and ANI Pharmaceuticals, Inc., a corporation organized under the laws of Delaware ("Purchaser").

Klondex Mines Ltd – Asset Purchase Agreement -Among- Klondex Canada Ltd. -And- Klondex Mines Ltd. -And- Shoreline Gold Inc. ___________________________________ December 16, 2015 (May 4th, 2017)

AND WHEREAS Shoreline desires to sell, and Klondex desires to purchase, the Purchased Assets upon and subject to the terms and conditions set out in this Agreement;

Asset Purchase Agreement by and Between Gilead Sciences, Inc. And Sarepta Therapeutics Inc. (May 4th, 2017)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of February 20, 2017 (the "Effective Date"), by and between GILEAD SCIENCES, INC., a corporation organized under the laws of the Delaware ("Buyer"), and SAREPTA THERAPEUTICS INC., a corporation organized under the laws of Delaware ("Seller"). Buyer and Seller may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

Amendment No. 1 to Asset Purchase Agreement (May 4th, 2017)

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment"), is made and entered into this 20th day of March, 2017, by and among Layne Christensen Company, a Delaware corporation ("Parent"), Layne Heavy Civil, Inc., an Indiana corporation ("LHC"), W.L. Hailey & Company, Inc., a Tennessee corporation ("WLH"), Meadors Construction Co., Inc., a Florida corporation ("MCC"), Reynolds Water Islamorada, LLC, a Delaware limited liability company ("RWI"), Layne Southwest, Inc., a New Mexico corporation ("Southwest"), and Layne Transport Co., an Indiana corporation ("Transport" and, together with Parent, LHC, WLH, MCC, RWI and Southwest, each a "Seller" and, collectively, "Sellers"), Reycon Partners LLC, a Delaware limited liability company ("Buyer"), and Jeffrey Reynolds, Leslie F. Archer, Kevin F. Strott, Michael P. Burton, Kevin D. Schemwell, Wesley L. Self and Elizabeth Smith (each, a "Guarantor" and collectively, "Guarantors"). Sellers, Buyer and Guarantors are sometimes individual

Ares Commercial Real Estate Cor – Mortgage Asset Purchase Agreement (May 2nd, 2017)

This MORTGAGE ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 2, 2017 by and among ACRC Lender LLC, a Delaware limited liability company (the "Seller"), and ACRE Commercial Mortgage 2017-FL3 Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the "Issuer").

Athenex, Inc. – ASSET PURCHASE AGREEMENT Between ATHENEX, INC. And AMPHASTAR PHARMACEUTICALS, INC. Dated as of February 1, 2017 (May 1st, 2017)

ASSET PURCHASE AGREEMENT dated as of , 2017 (this Agreement), between Athenex, Inc., a Delaware corporation (Purchaser) and Amphastar Pharmaceuticals, Inc., a Delaware corporation (Seller).

Precision Aerospace Components, Inc. – Asset Purchase Agreement (May 1st, 2017)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 28th day of April, 2017 (the "Closing Date"), between Apollo Aerospace Components LLC, an Ohio limited liability company ("Buyer"), Aero-Missile Components Inc., a Delaware corporation("Seller"), and Precision Aerospace Components, Inc. a Delaware corporation ("Stockholder").

Mantra Venture Group – Asset Purchase Agreement (May 1st, 2017)

This ASSET PURCHASE AGREEMENT, dated April 25, 2017 and effective as of April 1, 2017 (the "Effective Date"), is by and among Mantra Venture Group Ltd., a British Columbia corporation ("Buyer"), and InterCloud Systems, Inc., a Delaware corporation ("Seller").

Asset Purchase Agreement (May 1st, 2017)

This ASSET PURCHASE AGREEMENT, dated April 25, 2017 and effective as of April 1, 2017 (the "Effective Date"), is by and among Mantra Venture Group Ltd., a British Columbia corporation ("Buyer"), and InterCloud Systems, Inc., a Delaware corporation ("Seller").