Asset Purchase Agreement Sample Contracts

Asset Purchase Agreement (August 17th, 2017)

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 16th day of August, 2017, by and between ROKA BIOSCIENCE, INC. a corporation organized under the laws of Delaware, with its principal place of business at 20 Independence Boulevard, Suite 400, Warren, New Jersey 07059 ("Seller"), ROKABIO, INC., a corporation organized under the laws of Delaware, with its principal place of business at 15300 Bothell Way NE, Lake Forest Park, WA 98155 ("Buyer") and INSTITUTE FOR ENVIRONMENTAL HEALTH, INC., a corporation organized under the laws of Washington, with its principal place of business at 15300 Bothell Way NE, Lake Forest Park, WA 98155 ("Parent"), solely with respect to Section 3.3.

Real Property Asset Purchase Agreement (August 14th, 2017)

THIS REAL PROPERTY ASSET PURCHASE AGREEMENT (Agreement) made and entered into as of May 18, 2017 (the Effective Date), by and among IASIS HEALTHCARE CORPORATION, a Delaware corporation (IASIS), the entities listed on Schedule 1 hereto under the heading Sellers (individually and collectively as the context may require, the Sellers) (together with IASIS, individually and collectively as the context may require, the IASIS Parties), and the entities listed on Schedule 1 hereto under the heading Buyers (individually and collectively as the context may require, the Buyers or the MPT Parties). IASIS, the Sellers, and the MPT Parties are herein sometimes collectively referred to as the Parties. An index of defined terms used in this Agreement is attached as Annex A hereto.

Synergy CHC Corp. – Asset Purchase Agreement (August 14th, 2017)

THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation ("Buyer"); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company "Seller"); and (C) CDG Holdings, LLC, a Delaware limited liability company (the "Member").

Cerecor Inc. – ASSET PURCHASE AGREEMENT Dated as of August 14, 2017 Between JANSSEN PHARMACEUTICALS, INC. And CERECOR INC. (August 14th, 2017)

This Asset Purchase Agreement (this Agreement) dated as of August 14, 2017 is entered into between Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (Buyer), and Cerecor Inc., a Delaware corporation (Seller). Buyer and Seller are sometimes individually referred to herein as a Party and are sometimes collectively referred to herein as the Parties. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.

Transdel Pharmaceuticals – Asset Purchase Agreement (August 10th, 2017)

This ASSET PURCHASE AGREEMENT (the "Agreement"), is made as of June 27, 2017, (the "Effective Date") by and among Imprimis Pharmaceuticals, Inc., a Delaware corporation ("Company"), ImprimisRx CA, Inc., a California corporation ("RxCA"), ImprimisRx PA, Inc., a Delaware corporation ("RxPA" and together with RxCA, collectively, "Subsidiaries" and each a "Subsidiary"; and together with Company, RxPA and RxCA, collectively, "Sellers" and each, individually, a "Seller"), and Creative Pharmacy Solutions Central, LLC, a Delaware limited liability company doing business as Pharmacy Innovations ("Buyer").

MPT Operating Partnership, L.P. – Real Property Asset Purchase Agreement (August 9th, 2017)

THIS REAL PROPERTY ASSET PURCHASE AGREEMENT (Agreement) made and entered into as of May 18, 2017 (the Effective Date), by and among IASIS HEALTHCARE CORPORATION, a Delaware corporation (IASIS), the entities listed on Schedule 1 hereto under the heading Sellers (individually and collectively as the context may require, the Sellers) (together with IASIS, individually and collectively as the context may require, the IASIS Parties), and the entities listed on Schedule 1 hereto under the heading Buyers (individually and collectively as the context may require, the Buyers or the MPT Parties). IASIS, the Sellers, and the MPT Parties are herein sometimes collectively referred to as the Parties. An index of defined terms used in this Agreement is attached as Annex A hereto.

Asset Purchase Agreement (August 8th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of August 4, 2017, is entered into among Tremor Video, Inc., a Delaware corporation (Parent), ScanScout, Inc., a Delaware corporation and wholly owned subsidiary of Parent (ScanScout and, together with Parent, collectively, the Seller Parties), Taptica Ltd., an Israeli company (Buyer), and, solely for purposes of Section 10.16, Taptica International Ltd, an Israeli company (Guarantor).

Crown Crafts – ASSET PURCHASE AGREEMENT by and Among CAROUSEL DESIGNS, LLC, PRITECH, INC., THE SHAREHOLDERS LISTED ON THE SIGNATURE PAGE HERETO and CAROUSEL ACQUISITION, LLC (August 7th, 2017)

This ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of the 4th day of August, 2017, is made by and among CAROUSEL ACQUISITION, LLC, a Delaware limited liability company ("Buyer"), CAROUSEL DESIGNS, LLC, a Georgia limited liability company ("Seller"), PRITECH, INC., a Georgia corporation ("Pritech"), and all of the shareholders of Pritech listed on the signature page hereto (each, a "Shareholder" and, collectively, the "Shareholders"). Seller, Pritech and the Shareholders are referred to collectively herein as the "Seller Parties" and each, individually, as a "Seller Party."

Asset Purchase Agreement (August 4th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made this 31st day of July, 2017 by and among Gabe's Construction Co., Inc., a Wisconsin corporation, or its permitted assign ("Purchaser"), and PC-Tel, Inc., a Delaware corporation ("Seller").

AquaBounty Technologies, Inc. – ASSET PURCHASE AGREEMENT by and Between AQUABOUNTY TECHNOLOGIES, INC. And BELL FISH COMPANY LLC Dated as of June 9, 2017 (August 4th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 9, 2017, is by and between AquaBounty Technologies, Inc., a Delaware corporation (the "Buyer"), and Bell Fish Company LLC, a Delaware limited liability company (the "Seller").

ImmunoGen, Inc. – Exclusive License and Asset Purchase Agreement (August 4th, 2017)

THIS EXCLUSIVE LICENSE AND ASSET PURCHASE AGREEMENT (this "Agreement") is made effective as of May 23, 2017 (the "Effective Date") by and between Debiopharm International, S.A., a Swiss limited company ("Debiopharm") having a place of business at Forum "apres-demain," Chemin Messidor 5-7, Case Postale 5911, CH-1002 Lausanne, Switzerland, and ImmunoGen, Inc., a Massachusetts corporation ("ImmunoGen") having a place of business at 830 Winter Street, Waltham, MA 02451-1477, U.S.A. ImmunoGen and Debiopharm are sometimes each hereinafter referred to as a "Party" and collectively as the "Parties".

Ranger Energy Services, Inc. – FIRST AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and Among EsCo Leasing, LLC, Ranger Energy Services, LLC and Solely for Purposes of Section 2.2, Section 4.2, Section 4.8, Section 4.10 and Article VIII Tim Hall Originally Dated May 30, 2017 Amended and Restated July 31, 2017 (August 1st, 2017)

THIS FIRST AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (this Agreement), dated as of July 31, 2017 (the Amendment Date), is by and among, EsCo Leasing, LLC, a Texas limited liability company (Seller), Ranger Energy Services, LLC, a Delaware limited liability company (Purchaser) and, solely for purposes of Section 2.2, Section 4.2, Section 4.8, Section 4.10 and Article VIII hereof, Tim Hall, an individual residing in Bowie, Texas (Hall). This Agreement amends, restates, and supersedes in its entirety, that certain Asset Purchase Agreement dated May 30, 2017 (the date hereof or the date of the execution and delivery of this Agreement (or similar formulations)) by and among Seller, Ranger Holdings, Purchaser and Hall (the Original Agreement). Seller, Ranger Holdings, Purchaser and, solely for purposes of Article VIII, Hall, are sometimes referred to in this Agreement collectively as the Parties and each individually as a Party.

Flotek Industries, Inc. – Asset Purchase Agreement (August 1st, 2017)

Pursuant to Rule 41(A)(2) and (c) of the Federal Rules of Civil Procedure, plaintiff National Oilwell DHT, LP and defendant Flotek Industries, Inc. hereby jointly dismiss all claims in this action WITHOUT PREJUDICE. By agreement of the parties, neither party shall seek or recover attorney's fees or costs from the other.

Asset Purchase Agreement (July 31st, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) dated July 31, 2017 is made by and among Trex Commercial Products, Inc., a Delaware corporation (Buyer), Staging Concepts Acquisition, LLC, a Delaware limited liability company (Seller), and Stadium Consolidation, LLC a Delaware limited liability company (Member). Trex Company, Inc., the parent of Buyer, as Guarantor is guaranteeing the obligations of Buyer hereunder pursuant to the Guaranty attached hereto.

Klondex Mines Ltd – Asset Purchase Agreement -Among- Klondex Canada Ltd. -And- Klondex Mines Ltd. -And- Shoreline Gold Inc. ___________________________________ December 16, 2015 (July 27th, 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 (July 26th, 2017)

THIS ASSET PURCHASE AGREEMENT, dated as of July 25, 2017 (this "Agreement"), is by and between SunTech Medical Inc., a North Carolina corporation ("Buyer"), and CAS Medical Systems, Inc., a Delaware corporation ("CASMED" or "Seller"). Buyer and Seller are sometimes collectively referred to herein as the "Parties". Any defined terms not otherwise defined in a particular section shall have the meanings set forth in Section 8.

ASSET PURCHASE AGREEMENT by and Among HEALTHY NATURAL, INC., RICEBRAN TECHNOLOGIES, AND UNITED LABORATORIES MANUFACTURING, LLC Dated as of July 14, 2017 (July 17th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") made as of July 14, 2017, is by and among United Laboratories Manufacturing, LLC, a Delaware limited liability company ("Buyer"), Healthy Natural, Inc., a Nevada corporation ("Company"), and RiceBran Technologies, a California corporation ("Parent"). Company and Parent are at times referred to herein individually as a "Seller Party" and collectively as the "Seller Parties." The Seller Parties and Buyer are at times referred to herein individually as a "Party" and collectively as the "Parties."

Asset Purchase Agreement (July 14th, 2017)

[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Fifth Street Asset Management Inc. – Asset Purchase Agreement (July 14th, 2017)

THIS ASSET PURCHASE AGREEMENT, dated as of July 13, 2017 (as may be amended from time to time, this "Agreement"), is made and entered into by and among Fifth Street Management LLC, a Delaware limited liability company ("Seller"), Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), Fifth Street Asset Management Inc., a Delaware corporation ("FSAM") (solely for purposes of Article III, Section 6.1(g), Section 6.2, Section 6.7(d), Section 6.8 and Section 6.9, Section 6.10, Section 6.18 and Article I, Article IX and Article X to the extent relating to any of the foregoing) and Fifth Street Holdings L.P., a Delaware limited partnership ("FSH") (solely for purposes of Section 2.6, Article III, Section 6.2, Section 6.8, Section 6.9, Section 6.10, Section 6.11, Section 6.18 and Section 6.21, and Article VIII, and Article I, Article IX and Article X to the extent relating to any of the foregoing).

Mastech Holdings Inc – MR. MAHMOOD ABBAS (M. Abbas), MR. ZAHID NAEEM (Z. Naeem) and MR. SACHIN WADHWA (S. Wadhwa), AS PRINCIPALS - And - INFOTRELLIS INC., AS VENDOR - And - MASTECH INFOTRELLIS DIGITAL, LTD., AS PURCHASER ASSET PURCHASE AGREEMENT JULY 7, 2017 (July 13th, 2017)

Abbas Subsidiary Holdco, Naeem Subsidiary Holdco and Wadhwa Subsidiary Holdco are referred to herein individually as a Subsidiary Holdco and collectively as Subsidiary Holdcos.

Mastech Holdings Inc – MR. MAHMOOD ABBAS (M. Abbas), MR. ZAHID NAEEM (Z. Naeem) and MR. SACHIN WADHWA (S. Wadhwa), AS PRINCIPALS - And - INFOTRELLIS, INC., AS VENDOR - And - MASTECH INFOTRELLIS, INC., AS PURCHASER UNITED STATES ASSET PURCHASE AGREEMENT JULY 7, 2017 (July 13th, 2017)

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each Party, the Parties agree as follows:

Core-Mark Holding Company – ASSET PURCHASE AGREEMENT by and Among CORE-MARK MIDCONTINENT, INC., FARNER- BOCKEN COMPANY, FARNER-BOCKEN BUILDING COMPANY, L.L.C., and DENNIS ANDERSON, as the Sellers' Representative Dated as of May 19, 2017 (July 13th, 2017)

This ASSET PURCHASE AGREEMENT (the "Agreement") dated as of May 19, 2017, is made by and among Core-Mark Midcontinent, Inc., an Arkansas corporation ("Purchaser"), Farner-Bocken Company, an Iowa corporation ("Farner-Bocken"), Farner-Bocken Building Company, L.L.C., an Iowa limited liability company ("F-B Building" and, together with Farner-Bocken, "Sellers"), and Dennis Anderson, solely in his capacity as the representative of Sellers (the "Sellers' Representative").

Asset Purchase Agreement by and Among I.D. Systems, Inc., (July 12th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 11, 2017, is made by and among I.D. Systems, Inc., a Delaware corporation ("IDSY"), Keytroller, LLC, a Delaware limited liability company (the "Purchaser"), Keytroller, LLC, a Florida limited liability company (the "Seller"), and the Principals (as defined below).

Asset Purchase Agreement (July 7th, 2017)

This ASSET PURCHASE AGREEMENT is made and entered into as of July 5, 2017, by and among Brooks Automation, Inc., a corporation incorporated under the laws of the State of Delaware ("Buyer"), Pacific Bio-Material Management, Inc., a corporation incorporated under the laws of the State of California ("PBMMI"), Novare, LLC, a limited liability company formed under the laws of the State of North Carolina ("Novare" and together with PBMMI, the "Sellers" with each a "Seller"), and Michael Lebbin, an individual (the "Stockholder").

Vistra Energy Corp – ASSET PURCHASE AGREEMENT by and Among ODESSA-ECTOR POWER PARTNERS, L.P., LA FRONTERA HOLDINGS, LLC, and VISTRA OPERATIONS COMPANY LLC, as Buyer Guarantor (Solely for Purposes of Section 10.14), and KOCH RESOURCES, LLC, as Seller Guarantor (Solely for Purposes of Section 10.15), and KOCH AG & ENERGY SOLUTIONS, LLC (Solely for Purposes of Section 5.13) Dated July 5, 2017 (July 7th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement) is dated as of July 5, 2017 and is by and among Odessa-Ector Power Partners, L.P., a Delaware limited partnership (Seller), La Frontera Holdings, LLC, a Delaware limited liability company (Buyer), solely for purposes of Section 10.14, Vistra Operations Company LLC, a Delaware limited liability company (Buyer Guarantor), solely for purposes of Section 10.15, Koch Resources, LLC, a Delaware limited liability company (Seller Guarantor), and, solely for purposes of Section 5.13, Koch Ag & Energy Solutions, LLC, a Delaware limited liability company (Koch Ag). Each of Seller and Buyer is, individually, a Party, and, collectively, the Parties.

Minerco Resources, Inc. – Asset Purchase Agreement (July 6th, 2017)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into and effective this 15th day of July, 2016 ("Effective Date"), by and among Minerco, Inc., a Nevada corporation, which is publicly traded on the Over-The -Counter Bulletin Board (OCTBB: MINE), and through its subsidiary, Athena Brands, Inc., a Nevada corporation, hereinafter referred to as the "Seller," and Pacific Isle, Ltd., a Corporation formed and operated under the laws of Hong Kong, hereinafter referred to as the "Buyer", (hereinafter sometimes referred to collectively as the "Parties").

ASSET PURCHASE AGREEMENT by and Between KINDRED HEALTHCARE OPERATING, INC. And BM EAGLE HOLDINGS, LLC Dated as of June 30, 2017 (July 3rd, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of June 30, 2017 (the Execution Date), is by and between Kindred Healthcare Operating, Inc., a Delaware corporation (Seller or Kindred), and BM Eagle Holdings, LLC, a Delaware limited liability company (Purchaser). Each of Seller and Purchaser may be referred to herein as a Party and collectively as the Parties. Each of the BlueMountain Foinaven Master Fund L.P., BlueMountain Logan Opportunities Master Fund, L.P., BlueMountain Montenvers Master Fund, SCA SICAV-SIF BlueMountain Guadalupe Peak Fund L.P., BlueMountain Summit Opportunities Fund II (US) L.P., and BMSB L.P. (each a Fund, and collectively, the Funds) is a party hereto solely for the purposes of Sections 5.6, 5.8, 10.2(b)(i) and 10.4.

Walgreens Boots Alliance, Inc. – ASSET PURCHASE AGREEMENT by and Among WALGREENS BOOTS ALLIANCE, INC., WALGREEN CO. And RITE AID CORPORATION Dated as of June 28, 2017 (July 3rd, 2017)

This ASSET PURCHASE AGREEMENT, dated as of June 28, 2017 (this Agreement), is entered into by and among Rite Aid Corporation, a Delaware corporation (the Company), Walgreens Boots Alliance, Inc., a Delaware corporation (Parent), and Walgreen Co., an Illinois corporation and a wholly owned direct subsidiary of Parent (Purchaser Sub and, together with the Company and Parent, the Parties and each, a Party).

Siebert Financial Corp. – Asset Purchase Agreement (June 28th, 2017)

ASSET PURCHASE AGREEMENT, dated as of June 26, 2017 (this "Agreement") is made by and among STOCKCROSS FINANCIAL SERVICES, INC., a Massachusetts corporation ("Seller"), MURIEL SIEBERT & CO., INC., a Delaware corporation ("Buyer"), and SIEBERT FINANCIAL CORP., a New York corporation and the sole shareholder of Buyer (the "Parent"). Buyer, Seller and Parent are sometimes individually referred to herein as a "Party" and collectively as the "Parties." Capitalized terms used herein and not otherwise defined shall have the meanings given to them in Article I hereof.

Asset Purchase Agreement (June 28th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of June 27, 2017, by and among DTV Holding Inc., a Delaware corporation ("Buyer"), KING FORWARD, INC., a Florida corporation ("King Forward"), TIGER EYE BROADCASTING CORPORATION, a Florida corporation, ("Tiger Eye"), TIGER EYE LICENSING, L.L.C., a Florida limited liability company ("Tiger Eye Licensing") and BELLA SPECTRA CORPORATION, a Florida corporation ("Bella Spectra" and together with King Forward, Tiger Eye and Tiger Eye Licensing, collectively, the "Sellers" and each a "Seller").

National Holdings – Re: Termination of Asset Purchase Agreement (June 22nd, 2017)

Reference is made to that certain Asset Purchase Agreement dated as of March 10, 2017 (the "Agreement") by and among National Holdings Corporation ("National") and The Williams Financial Group, Inc., WFG Investments, Inc., WFG Advisors, LP, WFG Strategic Alliance, Inc., Advisory Marketing Services, LLC and WM Management Services, Inc. (collectively, "Williams" or the "Company"). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

EpiCept Corporation – Asset Purchase Agreement (June 21st, 2017)

Clause Page 1. Interpretation 5 2. Sale and Purchase of the Assets 14 3. Purchase Price 14 4. VAT 16 5. Completion 16 6. Accelerated Payment of the Purchase Price 16 7. Termination 17 8. Seller Warranties 18 9. Buyer Warranties 19 10. Limitations on Seller's Liability 19 11. Business Responsibility 19 12 Transfer and Termination of Contracts 20 13. Receivables 21 14. Transmission of the Dossier, Treatment of MAs and Orphan Drug Designation 21 15. Transitional Services Agreement 21

Alliance MMA, Inc. – Asset Purchase Agreement (June 16th, 2017)
Griffin-American Healthcare REIT IV, Inc. – ASSIGNMENT OF ASSET PURCHASE AGREEMENT Nazareth Classic Care of Napa (June 14th, 2017)

This Assignment of Asset Purchase Agreement (the "Assignment") is made as of the 8th day of June, 2017 (the "Effective Date"), by and between Colonial Oaks Senior Living Holdco, LLC, a Delaware limited liability company ("Assignor"), GAHC4 Napa CA MC, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Napa CCN, LP, a Delaware limited partnership (the "Subtenant Assignee" and collectively with Griffin Assignee, "Assignee"). "Buyer" shall mean Assignor and Assignee.

Griffin-American Healthcare REIT IV, Inc. – ASSIGNMENT OF ASSET PURCHASE AGREEMENT Nazareth Vista Belmont (June 14th, 2017)

This Assignment of Asset Purchase Agreement (the "Assignment") is made as of the 8th day of June, 2017 (the "Effective Date"), by and between Colonial Oaks Senior Living Holdco, LLC, a Delaware limited liability company ("Assignor"), GAHC4 Belmont CA ALF, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Belmont, LP, a Delaware limited partnership (the "Subtenant Assignee" and collectively with Griffin Assignee, "Assignee"). "Buyer" shall mean Assignor and Assignee.