Asset Purchase Agreement Sample Contracts

ASSET PURCHASE AGREEMENT by and Among TRANSENTERIX INC. TRANSENTERIX EUROPE, S.A.R.L., Acting Through Its Swiss Branch Being Established Under the Name TransEnterix Europe Sarl, Bertrange, Swiss Branch Lugano TRANSENTERIX ISRAEL LTD. And MST MEDICAL SURGERY TECHNOLOGIES LTD. Dated: September 23, 2018 (September 25th, 2018)
ASSET PURCHASE AGREEMENT by and Between DRUMMOND COMPANY, INC. And PEABODY SOUTHEAST MINING, LLC And, Solely for Purposes of Section 8.21 Hereunder, PEABODY ENERGY CORPORATION Dated as of September 20, 2018 (September 24th, 2018)
U.S. Rare Earth Minerals, Inc – Asset Purchase Agreement (September 24th, 2018)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of September 17th , 2018, is entered into by and between, U.S. Rare Earth Minerals, Inc., a Nevada corporation, with its principal executive offices located at 78365 Highway 111 suite 287, La Quinta, California 92243 ("Seller") and U.S. Rare Earth Minerals, Inc., a Wyoming corporation, with its offices at 1621 Central Avenue, Cheyenne, WY 82001 ("Buyer").

GrowGeneration Corp. – Form of Asset Purchase Agreement (September 20th, 2018)

THIS ASSET PURCHASE AGREEMENT (the "Agreement') is made and entered into as of the day of August 30, 2018 by and among GrowGeneration HG Corp, a Delaware Corporation ("Buyer") with offices at 1000 W. Mississippi, Denver CO 80223 CO 80223, GrowGeneration Corp, a Colorado Corporation ("Issuer") and Virgus,Inc.d/b/a Heavy Gardens a California "S" Corporation with its address located at 4395B Vine Hill Road Sebastopol, CA 95472. ("Seller").

Amendment No. 1 to Asset Purchase Agreement (September 19th, 2018)

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this "Amendment") is effective as of August 1, 2018, by and among I.D. Systems, Inc., a Delaware corporation ("IDSY"), Keytroller, LLC, a Delaware limited liability company (the "Purchaser"), Sparkey, LLC, a Florida limited liability company (f/k/a Keytroller, LLC) (the "Seller") and the Principals.

Aralez Pharmaceuticals Inc. – ASSET PURCHASE AGREEMENT by and Between Aralez Pharmaceuticals Trading DAC, and Toprol Acquisition LLC (September 19th, 2018)

ASSET PURCHASE AGREEMENT (this Agreement) is made and executed as of September 18, 2018 (the Execution Date), by and between Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (Seller), and Toprol Acquisition LLC, a Delaware limited liability company (Buyer). Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Aralez Pharmaceuticals Inc. – ASSET PURCHASE AGREEMENT by and Among POZEN Inc., Aralez Pharmaceuticals Trading DAC and Nuvo Pharmaceuticals (Ireland) Limited (September 19th, 2018)

ASSET PURCHASE AGREEMENT (this Agreement) is made and executed as of September 18, 2018 (the Execution Date), by and among POZEN Inc., a Delaware corporation (Pozen), Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (Aralez Ireland, and together with Pozen, Seller) and Nuvo Pharmaceuticals (Ireland) Limited, an Irish corporation (Buyer). Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Premier Exhibitions – Amendment NO. 1 to ASSET Purchase Agreement (September 18th, 2018)

This Amendment No. 1 to Asset Purchase Agreement (this "Amendment") is made and entered into as of September 13, 2018, 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

Sharing Services, Inc. – Asset Purchase Agreement (September 14th, 2018)
Cryptosign, Inc. – Asset Purchase Agreement (September 14th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of September 12, 2018, is entered into by and among Eric Tran, an individual residing in California ("Seller") and NewBridge Global Ventures, Inc., a Delaware corporation ("Buyer").

ASSET PURCHASE AGREEMENT by and Among B&G FOODS, INC., THE SELLING SUBSIDIARIES NAMED HEREIN and THE HERSHEY COMPANY (September 13th, 2018)

ASSET PURCHASE AGREEMENT, dated as of September 12, 2018 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement"), by and among B&G Foods, Inc., a Delaware corporation ("Seller"), the Selling Subsidiaries named herein (together with Seller, the "Seller Parties") and The Hershey Company, a Delaware corporation ("Buyer").

B&G Foods Holdings Corp. – ASSET PURCHASE AGREEMENT by and Among B&G FOODS, INC., THE SELLING SUBSIDIARIES NAMED HEREIN and THE HERSHEY COMPANY Dated as of September 12, 2018 (September 13th, 2018)

ASSET PURCHASE AGREEMENT, dated as of September 12, 2018 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this Agreement), by and among B&G Foods, Inc., a Delaware corporation (Seller), the Selling Subsidiaries named herein (together with Seller, the Seller Parties) and The Hershey Company, a Delaware corporation (Buyer).

Asset Purchase Agreement (September 12th, 2018)

This Asset Purchase Agreement is made and entered into this 12th day of September 2018 (the "Agreement"), by and between ACB Holding AB, Reg. No. 559119-5762, a company duly incorporated and organized under the laws of Sweden ("ACB Holding" or "Seller") and Marizyme, Inc., a Nevada corporation formerly known as GBS Enterprises Incorporated ("Marizyme" or "Buyer") (collectively, the "Parties" and, individually, a "Party").

ASSET PURCHASE AGREEMENT BY AND AMONG HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, HOUGHTON MIFFLIN HARCOURT COMPANY (SOLELY FOR PURPOSES OF SECTIONS 8.2 AND 8.3) AND RIVERSIDE ASSESSMENTS, LLC September 12, 2018 (September 12th, 2018)
Select Interior Concepts, Inc. – Asset Purchase Agreement (September 7th, 2018)
Cyanotech Corporation – Cyanotech(r) Corporation Signs Asset Purchase Agreement for Cellanas Kona Demonstration Facility (September 7th, 2018)

KAILUA-KONA, HAWAII (September 7, 2018) -- Cyanotech(r) Corporation (Nasdaq Capital Market: CYAN), a world leader in microalgae-based, high-value nutrition and health products, is pleased to announce that it has signed an Asset Purchase Agreement with Cellana LLC to acquire a six-acre production and research facility, known as the Kona Demonstration Facility (KDF), located adjacent to Cyanotechs existing 90-acre site at the Natural Energy Laboratory of Hawaii Authority (NELHA). The acquisition includes all existing equipment and other assets necessary to operate the facility.

Litho Supplies – Asset Purchase Agreement (September 7th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 31, 2018, by and among Kestler Financial Group, Inc., a Virginia corporation ("Agency"), Jason A. Kestler ("Kestler" and together with Agency, each a "Seller" and, collectively, "Sellers"), and Ladenburg Thalmann Annuity Insurance Services LLC, a Florida limited liability company ("Buyer").

AMEDICA Corp – Asset Purchase Agreement by and Among Ctl Medical Corporation, Amedica Corporation, and Us Spine, Inc. (September 6th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of September 5, 2018 (the "Effective Date") by and among CTL Medical Corporation, a Delaware corporation, or its assign (in either case, "Buyer"), Amedica Corporation, a Delaware corporation, ("Amedica"), and US Spine, Inc., a Delaware corporation ("US Spine"). Amedica and US Spine are from time to time hereinafter referred to as the "Seller." Capitalized terms not otherwise defined in the body of this Agreement are used as defined in Exhibit A.

ASSET PURCHASE AGREEMENT by and Between WEBASTO CHARGING SYSTEMS, INC. And AEROVIRONMENT, INC. June 1, 2018 (September 6th, 2018)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of June 1, 2018 ("Effective Date"), by and between WEBASTO CHARGING SYSTEMS, INC., a Delaware corporation ("Purchaser"), and AEROVIRONMENT, INC., a Delaware corporation ("Seller").

ASAP Expo, Inc. – Asset Purchase Agreement (September 6th, 2018)

This Asset Purchase Agreement (the "Agreement") is entered into as of April 11, 2018 (the "Effective Date"), between ASAP Expo, Inc., a Nevada corporation with a principal place of business located at 9436 Jacob Lane, Rosemead, CA 91770 (the "Seller") and ASAP Property Holdings Inc., a California corporation with a principal place of business located at 81 N Mentor Ave. Pasadena CA 91106 (the "Buyer"). The Buyer and Seller are referred to collectively herein as the "Parties." The Seller and the Shareholders are referred to collectively herein as the "Sellers."

Asset Purchase Agreement (August 31st, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 6, 2018, by and between Vyera Pharmaceuticals AG f/k/a Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland ("Seller"), and Seelos Therapeutics, Inc., a Delaware corporation ("Buyer"). Buyer and Seller may be referred to herein collectively as the "Parties" and individually as a "Party."

Elite Pharmaceuticals, Inc. – Asset Purchase Agreement (August 30th, 2018)

ASSET PURCHASE AGREEMENT ("Agreement"), dated August 1, 2013 (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".

Hpil Holding – Asset Purchase Agreement by and Between HPIL Holding and Ray Wong and My Boca Holdings Inc. August 22, 2018 (August 30th, 2018)

Asset Purchase Agreement, entered into as of August 22, 2018, by and between Ray Wong, 9350 153rd Rd. S., Delray Beach, Florida 33446 and My Boca Holdings Inc., 9350 153rd Rd. S., Delray Beach, Florida 33446, hereinafter referred to as "Wong" or the "Seller," and HPIL Holding, a Nevada corporation, 2014 N Saginaw Rd, Ste 117, Midland, Michigan 48640, hereinafter known as "HPIL" or the "Buyer," each individually referred to herein as a "Party" and collectively as the "Parties."

AgeX Therapeutics, Inc. – Asset Purchase Agreement (August 30th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of March 21, 2018, is entered into between Ascendance Biotechnology, Inc., a Delaware corporation (the "Company"), and AgeX Therapeutics, Inc., a Delaware corporation ("Buyer").

Hooper Holmes, Inc. – Asset Purchase Agreement (August 28th, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 27, 2018 by and between Summit Health, Inc., a Michigan corporation and a subsidiary of Quest Diagnostics Incorporated ("Buyer"), and Hooper Holmes, Inc., a New York corporation, and the subsidiaries of Hooper Holmes, Inc. identified on the cover page and signature pages hereto (collectively, "Sellers"). Capitalized terms used but not defined in the context in which they are used shall have the respective meanings assigned to such terms in Section 12.15.

Asset Purchase Agreement (August 28th, 2018)

THIS AGREEMENT (this "Agreement") made this 23rd day of August, 2018 by and between Yinuo Technologies LTD (the "Seller"), and OneLife Technologies Corporation, a Nevada corporation (the "Purchaser").

Rex Energy Corporation – Asset Purchase Agreement Dated as of August 24, 2018, by and Among Rex Energy Corporation, and Rex Subsidiaries, Collectively, as Sellers, and Pennenergy Resources, Llc, as Buyer (August 27th, 2018)
OBITX, Inc. – State of Florida Rev. 133C6AE ASSET PURCHASE AGREEMENT (August 24th, 2018)
OBITX, Inc. – State of Florida Rev. 133C6AE ASSET PURCHASE AGREEMENT (August 24th, 2018)
BOSTON OMAHA Corp – ASSET PURCHASE AGREEMENT Dated August 22, 2018 by and Among LINK MEDIA MIDWEST, LLC, KEY OUTDOOR, INC. And ANGELA K. DAHL and ROBERT A. DAHL (August 23rd, 2018)

This Asset Purchase Agreement ("Agreement") is entered into August 22, 2018, by and among LINK MEDIA MIDWEST, LLC ("Link Media"), a Delaware limited liability company ("Buyer"), and KEY OUTDOOR, INC., an Illinois corporation ("Seller"), and ANGELA K. DAHL, an individual resident of Indiana, and ROBERT A. DAHL, an individual resident of Illinois (collectively "Shareholders"). (Buyer, Seller and Shareholders are sometimes herein referred to individually as a "Party" and collectively as the "Parties").

Growlife, Inc. – Asset Purchase Agreement (August 23rd, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into, as of August 17, 2018 (the "Execution Date"), by and among (i) GO GREEN HYDROPONICS, INC., a corporation incorporated under the laws of the State of California (the "Seller"), (ii) TCA - GO GREEN SPV, LLC., a limited liability company organized and existing under the laws of the State of Florida (the "Seller Equityholder"), and (iii) GROWLIFE, INC., a corporation incorporated under the laws of the State of Delaware (the "Buyer"). The Seller, the Seller Equityholder and the Buyer are sometimes referred to below individually as a "Party" and collectively as the "Parties". Capitalized terms used in the Recitals of this Agreement and not defined therein shall have the meaning ascribed to such terms in Section 1.1 of this Agreement.

ASSET PURCHASE AGREEMENT by and Between P. H. GLATFELTER COMPANY and SPARTAN PAPER LLC Dated as of August 21, 2018 (August 22nd, 2018)

This ASSET PURCHASE AGREEMENT, dated as of August 21, 2018 (this "Agreement"), has been entered into by and between P. H. Glatfelter Company, a Pennsylvania corporation (the "Seller"), and Spartan Paper LLC, a Delaware limited liability company (the "Purchaser" and, together with the Seller, the "Parties", and each, a "Party").

Asset Purchase Agreement by and Between Malibu Boats, Llc, Purchaser, Sellers and the Principals Dated as of August 21, 2018 (August 22nd, 2018)
ASSET PURCHASE AGREEMENT by and Between NRG WHOLESALE GENERATION LP, as Seller, GENON ENERGY, INC., Solely With Respect to Section 6.12 (No Solicitation), Section 6.15(c) (Public Announcements) and Article XI (General Provisions) and ENTERGY MISSISSIPPI, INC., as Purchaser Dated as of August 21, 2018 (August 22nd, 2018)

THIS ASSET PURCHASE AGREEMENT, dated as of August 21, 2018, is made and entered into by and between NRG Wholesale Generation, LP, a limited partnership organized and existing under the laws of the State of Delaware (Seller), and, solely with respect to Section 6.12 (No Solicitation), Section 6.15(c) (Public Announcements), and Article XI (General Provisions), GenOn Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (Seller Parent Guarantor), on the one hand, and Entergy Mississippi, Inc., a corporation organized and existing under the laws of the State of Mississippi (Purchaser), on the other hand. Each of Seller, Seller Parent Guarantor, and Purchaser may be referred to individually as a Party or together as the Parties. Capitalized terms used in this Agreement are defined in Section 1.1.

Millennium Blockchain, Inc. – Asset Purchase Agreement (August 20th, 2018)

This ASSET PURCHASE AGREEMENT dated June 1, 2017 (this "Agreement"), is by and among: GENESIS FLOAT SPA, LLC, a Nevada limited liability company (the "Purchaser"); THC THERAPEUTICS, INC., a Nevada corporation, the sole member and parent company of the Purchaser (the "Parent"); URBAN OASIS FLOAT CENTER, LLC, a Nevada limited liability company (the "Seller"); and the members of the Seller, AMANDA ESCAMILLA, CARLOS ESCAMILLA, JR., and DANIEL WILLIAM