Asset Purchase Agreement Sample Contracts

Merit Medical Systems Inc – Asset Purchase Agreement by and among VASCULAR INSIGHTS, LLC, VI MANAGEMENT, INC., AND MERIT MEDICAL SYSTEMS, INC. December 14, 2018 (March 1st, 2019)

This Asset Purchase Agreement (this “Agreement”) is entered into as of December 14, 2018, by and among Vascular Insights, LLC, a Delaware limited liability company (“VI”), and VI Management, Inc., a Massachusetts corporation (“Management” and, collectively with VI, the “Sellers”), and Merit Medical Systems, Inc., a Utah corporation (“Purchaser”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in Exhibit A.

Diversicare Healthcare Services, Inc. – ASSET PURCHASE AGREEMENT (February 28th, 2019)

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made effective as of October 30, 2018, by and among DIVERSICARE OF FULTON, LLC, a Delaware limited liability company (“Fulton OpCo”), DIVERSICARE FULTON PROPERTIES, LLC, a Delaware limited liability company (“Fulton PropCo”), DIVERSICARE CLINTON, LLC, a Delaware limited liability company (“Clinton OpCo”), DIVERSICARE CLINTON PROPERTIES, LLC, a Delaware limited liability company (“Clinton PropCo”), DIVERSICARE OF GLASGOW, LLC, a Delaware limited liability company (“Glasgow OpCo”), and DIVERSICARE GLASGOW PROPERTIES, LLC, a Delaware limited liability company (“Glasgow Properties,” and together with Fulton OpCo, Fulton PropCo, Clinton OpCo, Clinton PropCo, and Glasgow OpCo, the “Sellers”), and FULTON NURSING AND REHABILITATION LLC, a Kentucky limited liability company (“Fulton OpCo Buyer”), HOLIDAY FULTON PROPCO LLC, a Kentucky limited liability company (“Fulton PropCo Buyer”), BIRCHWOOD NURSING AND REHABILITATION LLC, a Kentucky limited liab

Rennova Health, Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG JELLICO community hospital, INC. (February 28th, 2019)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 22, 2019, by and among (i) JELLICO COMMUNITY HOSPITAL, INC., a Tennessee corporation (“Hospital Seller”), and CAREPLUS RURAL HEALTH CLINIC, LLC, a Kentucky limited liability company (“Clinic Seller”) (Hospital Seller and Clinic Seller are each sometimes referred to as a “Seller” and collectively as the “Sellers”), (ii) JELLICO MEDICAL CENTER, INC., a Tennessee corporation (“Buyer”), (iii) COMMUNITY HOSPITAL CORPORATION, a Texas non-profit corporation (“Seller Guarantor”), and (iv) RENNOVA HEALTH, INC., a Florida corporation (“Buyer Guarantor”).

Taronis Technologies, Inc. – ASSET PURCHASE AGREEMENT (February 28th, 2019)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of February 22, 2019 by and between COMPLETE CUTTING & WELDING SUPPLIES, INC., a California corporation (the “Seller”), and TARONIS TECHNOLOGIES, INC., a Delaware corporation, its successors and assigns, including its Buyer Designee (defined herein) “Buyer”) (Buyer and Seller, together, the “Parties”).

Canbiola, Inc. – ASSET PURCHASE AGREEMENT (February 26th, 2019)

This ASSET AND PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2019 (the “Effective Date”), is between Seven Chakras LLC, a WA corporation located at 6020 Pacific Ave SE, Ste M, Lacey, WA 98503 (“Seller”), and Pure Health Products, LLC, a New York limited liability company (“Buyer”), and Canbiola, Inc., a Florida corporation (“CANB”) on the other hand.

SunOpta Inc. – ASSET PURCHASE AGREEMENT BY AND BETWEEN PIPELINE FOODS, LLC AND SUNOPTA GRAINS AND FOODS INC. DATED AS OF FEBRUARY 22, 2019 (February 26th, 2019)

THIS ASSET PURCHASE AGREEMENT is made as of February 22, 2019 by and among Pipeline Foods, LLC, a Delaware limited liability company (“Purchaser”), and SunOpta Grains and Foods Inc., a Minnesota corporation (“Seller”). Purchaser and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

SinglePoint Inc. – ASSET PURCHASE AGREEMENT by and among SINGLEPOINT INC. DIRECT SOLAR LLC AI LIVE TRANSFERS LLC PABLO DIAZ, as Sellers’ Representative (as defined herein), and Beneficial Owners (as defined herein) February 22, 2019 SCHEDULES (February 26th, 2019)

This Asset Purchase Agreement (this “Agreement”) is entered into on February 22, 2019 (the “Agreement Date”), by and among (a) Singlepoint Inc. a corporation formed under the laws of the State of Nevada (“SING”), (referred to as the “Buyer”), (b) Direct Solar LLC (“Direct Solar”), a Delaware limited liability company, (c) Ai Live Transfers LLC, a Delaware limited liability company (“AILT” and, collectively with Direct Solar, “Sellers”), and (e) Pablo Diaz, in his capacity as representative of Sellers (“Sellers’ Representative”), and (f) Pablo Diaz and Kjelsey Johnson (together, “Beneficial Owners”). Each of the above referenced parties is sometimes herein referred to individually as a “Party” and, collectively, as the “Parties.”

Brown & Brown, Inc. – ASSET PURCHASE AGREEMENT (February 26th, 2019)

This Asset Purchase Agreement (this “Agreement”), dated as of October 22, 2018, is made and entered into by and among BBHG, Inc., a Florida corporation (“Buyer”); Brown & Brown, Inc., a Florida corporation and parent company of Buyer (“Parent”); The Hays Group, Inc., a Minnesota corporation (“THG”); The Hays Group of Wisconsin, LLC, a Minnesota limited liability company (“THGW”); The Hays Benefits Group, LLC, a Minnesota limited liability company (“THBG”); PlanIT, LLC, a Minnesota limited liability company (“PlanIT”), The Hays Benefits Group of Wisconsin, LLC, a Minnesota limited liability company (“THBGW”); The Hays Group of Illinois, LLC, a Minnesota limited liability company (“THGI”); and Claims Management of Missouri, LLC, a Missouri limited liability company (“CMM,” and together with THG, THGW, THBG, PlanIT, THBGW and THGI, each a “Seller” and collectively, the “Sellers”); and THG, as the Sellers’ Representative (the “Sellers’ Representative”). Buyer and each Seller are each a “P

Cooper-Standard Holdings Inc. – ASSET PURCHASE AGREEMENT BETWEEN COOPER-STANDARD AUTOMOTIVE INC. AND (February 25th, 2019)

This Asset Purchase Agreement (this “Agreement”), dated November 1, 2018, is between Cooper-Standard Automotive Inc., an Ohio corporation (“Seller”), and ContiTech USA, Inc., a Delaware corporation (“Acquiror”). Seller and Acquiror are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Danaher Corp /De/ – EQUITY AND ASSET PURCHASE AGREEMENT STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY. CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF ANY KIND WILL ARISE UNLESS AND UNTIL A DEFINITIVE WRITTEN AGREEMENT IS EXECUTED AND DELIVERED BY ALL PARTIES. EQUITY AND ASSET PURCHASE AGREEMENT dated as of February 25, 2019 by and between GENERAL ELECTRIC COMPANY, as Seller, and DANAHER CORPORATION, as Buyer (February 25th, 2019)

This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of February 25, 2019 (the “Agreement Date”), is made by and between General Electric Company, a New York corporation (“Seller” and, together with the Seller Designees permitted pursuant to this Agreement, the “Seller Parties”), and Danaher Corporation, a Delaware corporation (“Buyer” and, together with Seller, the “Parties”).

Texas Roadhouse, Inc. – ASSET PURCHASE AGREEMENT (February 22nd, 2019)

THIS ASSET PURCHASE AGREEMENT dated as of December 3, 2018 (this  “Agreement”), is made by and among (i) TEXAS ROADHOUSE, INC., a Delaware corporation (“Roadhouse”), (ii) TEXAS ROADHOUSE HOLDINGS LLC, a Kentucky limited liability company (“Holdings”), (iii) GREEN BROTHERS DINING INC., a Florida corporation (“Franchisee”) and (iv) W. KENT TAYLOR, an individual, and MAYNARD INVESTMENTS, LLC, a Kentucky limited liability company (each “Major Shareholder,” and collectively, “Major Shareholders”).

RE/MAX Holdings, Inc. – ASSET PURCHASE AGREEMENT (February 22nd, 2019)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of January, 2019 (the “Effective Date”), by and between RADF, LLC, a Colorado limited liability company and a wholly-owned subsidiary of RE/MAX, LLC, a Delaware limited liability company (“Buyer”), and RE/MAX Texas Ad Fund, Inc., a Colorado corporation (“Seller”), and, for purposes of Section 2.4(c) only, David L. Liniger, Sr. (“Liniger”).

American Resources Corp – ASSET PURCHASE AGREEMENT (February 22nd, 2019)

This Asset Purchase Agreement (“Agreement”), dated the 20th day of February, 2019, and made effective as of February 1, 2019 (the “Effective Date”), is by and among EMPIRE COAL HOLDINGS, LLC, a Kentucky limited liability company (the “Seller”), AMERICAN RESOURCES CORPORATION, a Florida corporation (the “Buyer”), and EMPIRE KENTUCKY LAND, INC., a Kentucky corporation and survivor by merger with ARC Acquisition Corp. (the “Subsidiary”).

NewBridge Global Ventures, Inc. – ASSET PURCHASE AGREEMENT between ECOXTRACTION LLC and NEWBRIDGE GLOBAL VENTURES, INC. dated as of February14, 2019 (February 21st, 2019)

This Asset Purchase Agreement (this “Agreement”), dated as of February 14, 2019, is entered into between ECOXTRACTION LLC, a Louisiana limited liability company (“Seller”) and NEWBRIDGE GLOBAL VENTURES, INC., a Delaware corporation (”Buyer”).

Aceto Corp – ASSET PURCHASE AGREEMENT by and among ACETO CORPORATION, ACETO AGRICULTURAL CHEMICALS CORPORATION and ACETO REALTY LLC, as Sellers, and NMC ATLAS, L.P., as Buyer Dated as of February 18, 2019 (February 20th, 2019)

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 18, 2019 (the “Agreement Date”), is by and among Aceto Corporation, a New York corporation (“Parent”), Aceto Realty LLC, a New York limited liability company (“Aceto Realty”), and Aceto Agricultural Chemicals Corporation, a New York corporation (“NY Agri” and together with Parent and Aceto Realty, “Sellers” and each, a “Seller”), and NMC Atlas, L.P., a Delaware limited partnership (“Buyer”). Capitalized terms used in this Agreement and not otherwise defined above or in the text below have the meanings given to them in Section 8.16.

Bausch Health Companies Inc. – AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG SYNERGY PHARMACEUTICALS INC., SYNERGY ADVANCED PHARMACEUTICALS, INC., BAUSCH HEALTH COMPANIES INC. AND (February 20th, 2019)

THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of January 4, 2019 (this “Agreement”), is made by and among Synergy Pharmaceuticals Inc., a Delaware corporation (the “Parent”), its wholly-owned subsidiary, Synergy Advanced Pharmaceuticals, Inc., a Delaware corporation (together with the Parent, in their capacities as debtors and debtors-in-possession, the “Sellers”), Bausch Health Companies Inc., a corporation organized under the laws of British Columbia, Canada (“BH”), and its wholly-owned subsidiary Bausch Health Ireland Limited, a private limited company organized under the laws of Ireland (the “Purchaser”). Each of the Sellers, BH and the Purchaser is referred to individually herein as a “party” and collectively as the “parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in ARTICLE IX.

Bridgeline Digital, Inc. – ASSET PURCHASE AGREEMENT by and between BRIDGELINE DIGITAL, INC., as Purchaser SEEVOLUTION, INC., and CELEBROS, INC., and ELISHA GILBOA Collectively, as Seller February 13, 2019 (February 19th, 2019)

This Asset Purchase Agreement (the “Agreement”) is made as of this 13 day of February, 2019 by and between Bridgeline Digital, Inc., a Delaware corporation, (“Purchaser”) and Seevolution, Inc a Delaware corporation, (“Seevolution”), Celebros, Inc., a Delaware corporation and Elisha Gilboa, an individual (“Celebros”, “Elisha Gilboa” collectively with Seevolution, “Seller”). Purchaser, and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).

Pernix Therapeutics Holdings, Inc. – ASSET PURCHASE AGREEMENT (February 19th, 2019)
Seelos Therapeutics, Inc. – ASSET PURCHASE AGREEMENT (February 19th, 2019)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of February 15, 2019, by and among Seelos Therapeutics, Inc., a Nevada corporation ("Buyer"), and Bioblast Pharma, Ltd., an Israeli corporation ("Seller"). Buyer and Seller may be referred to herein collectively as the "Parties" and individually as a "Party."

XCel Brands, Inc. – ASSET PURCHASE AGREEMENT (February 15th, 2019)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February __, 2019, by and among H Heritage Licensing, LLC, a Delaware limited liability company and wholly owned subsidiary of Xcel, (the “Buyer”), The H Company IP, LLC, a Delaware limited liability company (the “Seller”), and House of Halston, LLC, a Delaware limited liability company and the sole member of the Seller (“Parent” and together with the Seller, the “Seller Parties”). The Seller Parties and the Buyer are referred to herein each individually as a “Party,” and collectively as the “Parties.”

Premier Exhibitions, Inc. – Amendment NO. 2 to ASSET Purchase Agreement (February 15th, 2019)

This Amendment No. 2 to Asset Purchase Agreement (this “Amendment”) is made and entered into as of February 13, 2019, by and among (i) Premier Exhibitions, Inc., a Florida corporation (“Premier”), (ii) Arts and Exhibitions International, LLC, a Florida limited liability company (“A&E”), (iii) Premier Exhibition Management LLC, a Florida limited liability company (“PEM”), (iv) Premier Exhibitions NYC, Inc., a Nevada corporation (“Premier NYC”), (v) Premier Merchandising, LLC, a Delaware limited liability company (“Premier Merch”), (vi) Premier Exhibitions International, LLC, a Delaware limited liability company (“PEI”), (vii) Dinosaurs Unearthed Corp., a Delaware corporation (“DU Corp.”) (collectively with Premier, A&E, PEM, Premier NYC, Premier Merch and PEI, the “Debtor Sellers”); (viii) DinoKing Tech Inc. d/b/a Dinosaurs Unearthed, a company formed under the laws of British Columbia (“DinoKing”), (ix) RMS Titanic, Inc., a Florida corporation (“RMST”), solely for purposes of Article I

Verisign Inc/Ca – ASSET PURCHASE AGREEMENT (February 15th, 2019)

ASSET PURCHASE AGREEMENT, dated as of October 24, 2018 (this “Agreement”), between VERISIGN, INC., a Delaware corporation (the “Seller”), and NEUSTAR, INC., a Delaware corporation (the “Buyer”).

Simlatus Corp – ASSET PURCHASE AGREEMENT Simlatus Corp. And Proscere Bioscience, Inc. (February 14th, 2019)

This Asset Purchase Agreement (the “Agreement”) is made as of the 9th day of January 2019 by and between, Proscere Bioscience, Inc. (“Proscere”, or “Seller”), a Florida corporation and Simlatus Corporation, a Nevada Corporation (“Buyer”).

Bridgeline Digital, Inc. – ASSET PURCHASE AGREEMENT by and between BRIDGELINE DIGITAL, INC., as Purchaser SEEVOLUTION, INC., and CELEBROS, INC., and ELISHA GILBOA Collectively, as Seller February 13, 2019 (February 14th, 2019)

This Asset Purchase Agreement (the “Agreement”) is made as of this 13 day of February, 2019 by and between Bridgeline Digital, Inc., a Delaware corporation, (“Purchaser”) and Seevolution, Inc a Delaware corporation, (“Seevolution”), Celebros, Inc., a Delaware corporation and Elisha Gilboa, an individual (“Celebros”, “Elisha Gilboa” collectively with Seevolution, “Seller”). Purchaser, and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).

CCUR Holdings, Inc. – ASSET PURCHASE AGREEMENT (February 14th, 2019)

This Asset Purchase Agreement (this “Agreement”), dated as of February 13, 2019 (the “Effective Date”), is entered into between LUXEMARK CAPITAL LLC, a New York limited liability company (the “Company”), Avraham Zeines, an individual, Oskar Kowalski, an individual, Kamil Blaszczak, an individual (each a “Seller Principal” and, collectively, along with the Company, the “Sellers”), and LM CAPITAL SOLUTIONS, LLC, a New York limited liability company (the “Buyer”).

Reed's, Inc. – ASSET PURCHASE AGREEMENT (February 14th, 2019)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2018 (the “Effective Date”), by and between Reed’s Inc., a Delaware corporation (“Seller”) and California Custom Beverage, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 1.1.

Sears Holdings Corp – AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (February 14th, 2019)

This Amendment No. 1, dated as of February 11, 2019 (this “Amendment”), to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of January 17, 2019, by and among Transform Holdco LLC, a Delaware limited liability company (together with any applicable Affiliated Designee, “Buyer”), Sears Holdings Corporation (“SHC” or the “Seller” and together with each of its Subsidiaries party to the Purchase Agreement, the “Sellers”) is entered into by and among Buyer and each Seller. Terms capitalized but not defined herein shall have the meanings given to such terms in the Purchase Agreement.

GrowGeneration Corp. – FORM OF ASSET PURCHASE AGREEMENT (February 12th, 2019)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the day of January 26, 2019 by and among GrowGeneration California Corp., a Delaware Corporation (“Buyer”) with offices at 1000 W. Mississippi, Denver CO 80223 48170 and GrowGeneration Corp., a Colorado Corporation (“Issuer”) with offices at 1000 W. Mississippi, Denver CO 80223, and Palm Springs Hydroponics, Inc., a Corporation with its address located at 1301 Montalvo Way #8, Palm Springs, CA 92262 (“Seller”).

Northern Power Systems Corp. – ASSET PURCHASE AGREEMENT between Northern Power Systems, Inc.; and WEG Electric Corp.; dated as of February 11, 2019 Asset Purchase Agreement (February 12th, 2019)

This Asset Purchase Agreement (this “Agreement”), dated as of February 11, 2019, is entered into between Northern Power Systems, Inc., a Delaware corporation (”Seller” or “NPS”) and WEG Electric Corp., a Georgia corporation (”Buyer” or “WEG”).

GrowGeneration Corp. – FORM OF ASSET PURCHASE AGREEMENT (February 12th, 2019)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the day of January 26 2019 by and among GrowGeneration Nevada Corp., a Delaware Corporation (“Buyer”) with offices at 1000 W. Mississippi, Denver CO 80223 48170 and GrowGeneration Corp., a Colorado Corporation (“Issuer”) with offices at 1000 W. Mississippi, Denver CO 80223, and Reno Hydroponics, Inc., a Corporation with its address located at 5635 Riggins CT #21, Reno NV 89502 (“Seller”).

Determine, Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG CORCENTRIC, INC., CORCENTRIC ACQUISITION, LLC and, DETERMINE, INC. DATED AS OF FEBRUARY 10, 2019 (February 11th, 2019)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of February 10, 2019, by and among Corcentric, Inc., a Delaware corporation (“Parent”), Corcentric Acquisition, LLC, a Delaware limited liability company (“Buyer”) and Determine, Inc., a Delaware corporation (“Seller”). Each of the parties hereto is referred to herein individually as a “Party,” and collectively as the “Parties”.

Fusion Connect, Inc. – ASSET PURCHASE AGREEMENT (February 8th, 2019)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 1, 2019, is by and between Lingo Management, LLC, a Georgia limited liability company (“Buyer”), and Fusion Cloud Services, LLC (f/k/a Birch Communications, LLC), a Georgia limited liability company (“Seller”). Capitalized terms used herein have the meanings set forth in Section 1.1.

Westmoreland Resource Partners, LP – ASSET PURCHASE AGREEMENT among WESTMORELAND RESOURCE PARTNERS, LP, OTHER SELLERS PARTY HERETO, and CCU COAL AND CONSTRUCTION, LLC as PURCHASER Dated as of February 1, 2019 (February 7th, 2019)
Harrow Health, Inc. – ASSET PURCHASE AGREEMENT (February 5th, 2019)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of the last date provided on the signature page (the “Effective Date”), is entered into between IMPRIMIS PHARMACEUTICALS, INC., a Delaware corporation (“Imprimis”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130, and MELT Pharmaceuticals, Inc., a Nevada corporation (“Melt”), with a place of business at 12264 El Camino Real, Suite 350, San Diego, California 92130. The parties hereby agree as follows:

Famous Daves of America Inc – ASSET PURCHASE AGREEMENT (February 4th, 2019)

This Asset Purchase Agreement (this “Agreement”), dated as of January 29, 2019, is entered into between Legendary BBQ, Inc., Cornerstar BBQ, Inc., Razorback BBQ, Inc., Larkridge BBQ Inc., Mesa Mall BBQ, Inc., and Quebec Square BBQ, Inc., jointly and severally,  (the “Seller”) and Famous Dave’s RIBS, Inc., a Minnesota corporation (“Buyer”).