Asset Purchase Agreement Sample Contracts

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.

Griffin-American Healthcare REIT IV, Inc. – ASSIGNMENT OF ASSET PURCHASE AGREEMENT Nazareth Classic Care Menlo Park (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 Menlo Park CA MC, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Menlo Park, 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 Rose Garden 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 ALF, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Napa RG, 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 Agua Caliente Retirement Community (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 Sonoma CA ALF, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Sonoma, LP, a Delaware limited partnership (the "Subtenant Assignee" and collectively with Griffin Assignee, "Assignee"). "Buyer" shall mean Assignor and Assignee.

Magna-Lab Inc -Cl A – Asset Purchase Agreement (June 14th, 2017)

THIS AGREEMENT dated as of December 14, 2016 between Lawrence A. Minkoff with an address at 401 Cayuga Way, Westfield, NJ 07090 ("Buyer"), and Magna-Lab Inc. a New York corporation with an address at 6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791 ("Seller").

Griffin-American Healthcare REIT IV, Inc. – ASSIGNMENT OF ASSET PURCHASE AGREEMENT Nazareth Park Place Sacramento (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 Sacramento CA ALF, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Sacramento, LP, a Delaware limited partnership (the "Subtenant Assignee" and collectively with Griffin Assignee, "Assignee"). "Buyer" shall mean Assignor and Assignee.

Ranger Energy Services, Inc. – 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 May 30, 2017 (June 14th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of May 30, 2017, 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). 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.

Griffin-American Healthcare REIT IV, Inc. – ASSIGNMENT OF ASSET PURCHASE AGREEMENT Nazareth Classic Care of Fairfield (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 Fairfield CA MC, LLC, a Delaware limited liability company (the "Griffin Assignee") and COSL Fairfield, LP, a Delaware limited partnership (the "Subtenant Assignee" and collectively with Griffin Assignee, "Assignee"). "Buyer" shall mean Assignor and Assignee.

Elite Pharmaceuticals, Inc. – Asset Purchase Agreement (June 14th, 2017)

ASSET PURCHASE AGREEMENT ("Agreement"), dated May 15, 2017 (the "Effective Date"), between Mikah Pharma LLC a limited liability company organized under the laws of the State of Delaware ( "Seller") and Elite Laboratories, Inc., a corporation incorporated under the laws of the State of Delaware ("Buyer"). Buyer and Seller are each "Party" to this Agreement and together constitute the "Parties".

ASSET PURCHASE AGREEMENT Dated as of June 13, 2017 Among CROSS COUNTRY HEALTHCARE, INC., THE SELLER PARTIES and SELLER REPRESENTATIVE (June 13th, 2017)

ASSET PURCHASE AGREEMENT, dated as of June 13, 2017, by and among Cross Country Healthcare, Inc. ("Buyer"), Advantage RN, LLC ("RN"), Advantage On Call, LLC ("On Call"), Advantage Locums, LLC ("Locums"), Advantage RN Local Staffing, LLC ("Local", and together with RN, On Call and Locums, the "Companies"), each of the members of the Companies set forth on the signature page hereto (the "Signing Members") and Seller Representative (as defined herein).

Asset Purchase Agreement by and Among Snowboard Holdings, Llc, as Purchaser, Orbcomm, Inc., and Inthinc, Inc., Inthinc Technology Solutions, Inc., Tiwi, Inc., Inthinc Telematics, Inc., Driveaware, Inc. And Inthinc Chile, Spa, Collectively as Sellers and Inthinc Investors, L.P., as Stockholder Representative Dated June 9, 2017 (June 12th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of the 9th day of June, 2017, by and among SNOWBOARD HOLDINGS, LLC, a Delaware limited liability company (Purchaser), ORBCOMM, INC., a Delaware corporation (ORBCOMM) (ORBCOMM and Purchaser referred to collectively as the Purchaser Parties), INTHINC, INC., a Delaware corporation (the Company), INTHINC TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (ITS), TIWI, INC., a Delaware corporation (Tiwi), INTHINC TELEMATICS, INC., a Canadian corporation (Telematics), DRIVEAWARE, INC., a Delaware corporation (DriveAware), and INTHINC CHILE, SPA, a Chile company (Chile) (the Company, ITS, Tiwi, Telematics, DriveAware and Chile referred to collectively as the Sellers and each as a Seller), and INTHINC INVESTORS, L.P., a Delaware limited partnership, in its capacity as Stockholder Representative (pursuant to Section 11.14).

First Amendment to Asset Purchase Agreement (June 9th, 2017)

This First Amendment to Asset Purchase Agreement (this "Amendment") is made and entered into as of June 8, 2017, by and between HTC Global Ventures, LLC ("Purchaser") and Ciber, Inc., a Delaware corporation ("Seller"). Purchaser and Seller are sometimes each referred to in this Amendment as a "Party" and collectively as the "Parties".

Ignite Restaurant Group Inc. – Asset Purchase Agreement (June 8th, 2017)

THIS ASSET PURCHASE AGREEMENT, dated as of June 5, 2017 (this "Agreement"), is entered into by and between KRG Acquisitions Co, LLC ("Purchaser"), on the one hand, and Ignite Restaurant Group, Inc. (a Delaware corporation); Ignite Restaurant Group - RSC LLC; Ignite Restaurants - New Jersey, LLC; Brick House Development, LLC; JCS Monmouth Mall - NJ, LLC; JCS Development, LLC (each a Delaware limited liability company); Joe's Crab Shack, LLC (a Texas limited liability company); Joe's Crab Shack - Redondo Beach, Inc. (a California corporation); Joe's Crab Shack - Anne Arundel MD, LLC; Joe's Crab Shack - Maryland, LLC (each a Maryland limited liability company); and BHTT Entertainment, LLC (a Texas limited liability company) (each a "Seller" and, collectively, "Sellers"), on the other hand. Purchaser and Sellers are sometimes individually referred to in this Agreement as a "Party" and collectively as the "Parties."

Asset Purchase Agreement (June 8th, 2017)

This Asset Purchase Agreement is dated as of June 6, 2017, by and between Stearns Lending, LLC, a California limited liability company (Buyer), on the one hand, and Primary Capital Mortgage, LLC, a Georgia limited liability company (Seller) and, solely for purposes of Sections 6.5, 7.2, 7.3, 7.6(b), 7.11, Articles 10 and 11, Resource Capital Corp., a Maryland corporation and the ultimate parent company of Seller (the Owner) (together with Seller, the Seller Parties), on the other hand.

Nastech Pharmaceutical Company, Inc. – Asset Purchase Agreement (June 7th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of June 5, 2017, is by and among SYMPLMED PHARMACEUTICALS LLC, a Delaware limited liability company (the "Company" ), and MARINA BIOTECH, INC., a Delaware corporation ("Buyer").

Asset Purchase Agreement (June 7th, 2017)

This Asset Purchase Agreement (this Agreement), dated as of May 30, 2017, is entered into between bebe stores, inc., a California corporation (Seller) and GBG USA Inc., a Delaware corporation (Buyer). Capitalized terms used herein but not otherwise defined will have the meanings given to them in that certain License Agreement between BB Brand Holdings LLC and Buyer, dated as of the date hereof (the Branded License).

Hickok Inc Cl A – Asset Purchase Agreement (June 5th, 2017)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is entered into as of the 1st day of June, 2017, by and among Hickok Acquisition A LLC, an Ohio limited liability company ("Buyer"), Air Enterprises Acquisition LLC, a Delaware limited liability company ("Seller"), and A. Malachi Mixon, III and William M. Weber, each an individual and a member of Seller (each a "Member," and collectively with Seller, the "Seller Parties").

Milestone Scientific – Asset Purchase Agreement (June 2nd, 2017)
Arkadia International – Asset Purchase Agreement (May 31st, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of the _____ day of April, 2017, by and between Valencia Web Technology S.L., B-97183354, a Spanish limited liability company or Sociedad de Responsabilidad Limitada having an address of Calle Benimar 21 bj Derecha, 46980 Paterna, Valencia, Spain (the "Seller"), and Cannabis Business Solutions Inc., a Nevada corporation having an address of 3571 E. Sunset Road, Suite 420, Las Vegas, Nevada, 89120 (the "Buyer").

Asset Purchase Agreement (May 25th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of the 10th day of May, 2017, by and between Healthy Life Pets, LLC ("HLP"), a Wyoming limited liability company, (the "Seller"), and Dr. Geoff's by PetLife, Inc., a Maryland corporation (the "Buyer"), a wholly-owned subsidiary of PetLife Pharmaceuticals, Inc. ("PTLF"), a Nevada corporation.

American Brewing Company, Inc. – Asset Purchase Agreement (May 24th, 2017)

This Asset Purchase Agreement (this "Agreement") is entered into as of May 18, 2017 (the "Effective Date"), by and between PMC Holdings, Inc., a Delaware corporation, and Premier Micronutrient Corporation, a Delaware corporation (collectively, "PMC" or "Seller"), and New Age Beverages Corporation, a Washington corporation ("NBEV" or "Buyer"), (Buyer together with Seller constitute the "Parties" and each individually a "Party").

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.