Asset Purchase Agreement Sample Contracts

Asset Purchase Agreement (January 20th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 26, 2016, among PIONEER HEALTH SERVICES OF ONEIDA LLC, a Mississippi limited liability company ("Hospital Seller"), PIONEER HEALTH SERVICES OF ONEIDA REAL ESTATE LLC, a Mississippi limited liability company ("Real Estate Seller," each individually a "Seller" and, collectively with Hospital Seller, the "Sellers"), and RENNOVA HEALTH, INC., a Delaware corporation ("Rennova" or "Purchaser"). Capitalized terms used herein are defined in Annex 1 attached hereto.

Nobilis Health Corp. – ASSET PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as Buyer, and NOBILIS HEALTH CORP. And (January 13th, 2017)

This Asset Purchase Agreement (this "Agreement") is dated January 6, 2017 (the "Effective Date"), among Northstar Healthcare Acquisitions, L.L.C., a Delaware limited liability company ("Buyer"), Nobilis Health Corp., a British Columbia corporation ("NHC"), Hamilton Physician Services, LLC, a Texas limited liability company ("HPS"), Carlos R. Hamilton, III, M.D., P.A. a Texas Professional Association ("PA") (HPS and PA are each a "Seller" and collectively "Sellers"), and Carlos R. Hamilton III, M.D, a resident of the State of Texas ("Owner"). Buyer, NHC, Sellers and Owner are referred to collectively as the "Parties" and each individually as a "Party."

Cortendo AB – ASSET PURCHASE AGREEMENT Between TARO PHARMACEUTICALS NORTH AMERICA, INC. And STRONGBRIDGE BIOPHARMACEUTICALS PLC Dated December 12, 2016 (January 12th, 2017)

This Asset Purchase Agreement dated December 12 2016, is by and between Taro Pharmaceuticals North America, Inc., a Cayman Islands limited company, with a place of business at Harbour Place, 103 South Church Street, Grand Cayman KY1-1202, Cayman Islands (Taro) and Strongbridge Biopharmaceuticals plc, a company organized under the laws of Ireland, having its Companys registered office at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland and having its principal U.S. place of business at 900 Northbrook Drive, Suite 200, Trevose, PA 19053 (Strongbridge).

Real Estate Contacts, Inc. – Real Estate Contacts, Inc. ASSET PURCHASE AGREEMENT (January 10th, 2017)

This ASSET PURCHASE AGREEMENT (the Agreement), dated as of January 4, 2017, is entered into by and among Patriot Bioenergy Corporation, a Kentucky corporation, (the Seller''), and Real Estate Contacts, Inc. (REAC), a Florida corporation (the Buyer'').

Texas South Energy, Inc. – Asset Purchase Agreement (January 10th, 2017)

This Asset Purchase Agreement, dated as of January 4, 2017 and effective January 1, 2017, is entered into by and among Texas South Energy, Inc., a Texas corporation ("Buyer"), Sydson Resources, L.P., a Texas limited partnership ("Sydson Resources"), and Sydson Energy, Inc., a Texas corporation ("Sydson Energy" and collectively with Sydson Resources, the "Seller").

National Presto Industries – Asset Purchase Agreement (January 9th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of January 3, 2017, by and among DRYLOCK TECHNOLOGIES, LTD., a Delaware corporation ("Buyer"), PRESTO ABSORBENT PRODUCTS, INC., a Wisconsin corporation ("Seller"), and NATIONAL PRESTO INDUSTRIES, INC., a Wisconsin corporation ("Parent"; and, together with Seller, "Seller Parties"). Buyer, Seller and Parent are each referred to in this Agreement as a "Party" and, collectively, as the "Parties."

Smart Server, Inc – Asset Purchase Agreement (January 9th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 8, 2017, is by and among Smart Server, Inc., a Nevada corporation ("Purchaser"), NextGen Dealer Solutions, LLC, a Delaware limited liability company (the "Company"), and Halcyon Consulting, LLC, a Maryland limited liability company ("Halcyon"). The Company and Halcyon are sometimes referred to herein collectively as the "Seller Parties" and each as a "Seller Party". Seller Parties and Purchaser are sometimes referred to herein collectively as the "Parties" and each individually as a "Party." The members of Halcyon ("Halcyon Members") are executing this Agreement for the limited purposes stated herein. Halcyon and the Halcyon Members are sometimes referred to herein collectively as the "Halcyon Parties" and each as a "Halcyon Party".

Asset Purchase Agreement Between Teva Pharmaceutical Industries Ltd. And Impax Laboratories, Inc. Dated as of June 20, 2016 (January 6th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 20, 2016 (the "Effective Date"), is made by and between Impax Laboratories, Inc., a Delaware corporation ("Buyer"), and Teva Pharmaceutical Industries Ltd., an Israeli corporation, acting directly or through its Affiliates ("Seller").

Asset Purchase Agreement Among Actavis Elizabeth Llc Actavis Group Ptc Ehf Actavis Holdco Us, Inc. Actavis Llc Actavis Mid Atlantic Llc Actavis Pharma, Inc. Actavis South Atlantic Llc Andrx Llc Breath Ltd. The Rugby Group, Inc. Watson Laboratories, Inc. And Impax Laboratories, Inc. Dated as of June 20, 2016 (January 6th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of June 20, 2016 (the "Effective Date"), is made by and among Impax Laboratories, Inc., a Delaware corporation ("Buyer"), Actavis Elizabeth LLC, a Delaware limited liability company ("Actavis Elizabeth"), Actavis Group PTC Ehf., an Iceland einkahlutafelag ("Actavis PTC"), Actavis Holdco US, Inc., a Delaware corporation ("Actavis Holdco"), Actavis LLC, a Delaware limited liability company ("Actavis LLC"), Actavis Mid Atlantic LLC, a Delaware limited liability company ("Actavis Mid Atlantic"), Actavis Pharma, Inc., a Delaware corporation ("Actavis Pharma"), Actavis South Atlantic LLC, a Delaware liability company ("Actavis South Atlantic"), Andrx LLC, a Delaware limited liability company ("Andrx"), Breath Ltd., a United Kingdom private limited company ("Breath"), The Rugby Group, Inc., a New York corporation ("Rugby"), and Watson Laboratories, Inc., a Nevada corporation ("Watson" and, together with Actavis Elizabeth, Actavis PTC,

SmooFi, Inc. – Asset Purchase Agreement (January 6th, 2017)

This asset Purchase Agreement (this "Agreement") is entered into effective as of October 3, 2016, by and between SmooFi, Inc., a Nevada corporation ("SMFI"), through its subsidiary ('SMFI SUB"), and Gandtex, LLC, a Texas Limited Liability Company ("GANDTEX"). SMFI, SMF1 SUB and GANDTEX are referred to collectively herein as the "Parties."

Asset Purchase Agreement (January 6th, 2017)

This Asset Purchase Agreement (the "Agreement") is made and entered into effective as of September 30, 2016 by and among (i) Resin Designs, LLC, a Massachusetts limited liability company (the "Company"); (ii) Donald G. Giroux ("Giroux"), Timothy F. Desmond ("Desmond"), and Paul Ellsworth ("Ellsworth"); and (iii) Chase Corporation, a Massachusetts corporation (the "Purchaser"). Giroux, Desmond, and Ellsworth shall each hereinafter be referred to singly as a "Seller" and, collectively, as the "Sellers".

Asset Purchase Agreement (January 5th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 12, 2016 (the "Effective Date") among Emmis Indiana Broadcasting, L.P., Emmis Radio License, LLC and Emmis Communications Corporation (collectively, "Seller") and Midwest Communications, Inc. ("Buyer").

ASSET PURCHASE AGREEMENT by and Between ASURE SOFTWARE, INC. And CORPORATE PAYROLL, INC., CPI-HR HOLDINGS, INC., and JAMES D. HOPKINS Dated as of January 1, 2017 (January 5th, 2017)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of the 1st day of January, 2017, by and between Asure Software, Inc., a Delaware corporation ("Purchaser"), Corporate Payroll, Inc., an Ohio Corporation ("Seller"), CPI-HR Holdings, Inc., an Ohio corporation ("Seller Parent"), and James D. Hopkins, individually ("Seller Principal").

Aralez Pharmaceuticals Inc. – ASSET PURCHASE AGREEMENT by and Between AstraZeneca AB, Aralez Pharmaceuticals Trading DAC and Aralez Pharmaceuticals Inc. (Solely for the Purposes of Section 9.16 Hereof) (January 5th, 2017)

ASSET PURCHASE AGREEMENT (this Agreement) is made and executed as of October 3, 2016 (the Execution Date), by and between AstraZeneca AB, a Swedish corporation (Seller), Aralez Pharmaceuticals Trading DAC, an Irish designated activity company (Buyer) and, solely for the purposes of Section 9.16 hereof, Aralez Pharmaceuticals Inc., a corporation organized under the laws of British Columbia, Canada (Guarantor). Seller and Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

Asset Purchase Agreement (January 5th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 12, 2016 among Emmis Indiana Broadcasting, L.P., Emmis Radio License, LLC and Emmis Communications Corporation (collectively, "Seller") and DLC Media, Inc. ("Buyer").

Spartan Motors – Asset Purchase Agreement (January 5th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of December 12, 2016 (the "Signing Date"), is entered into by and between Smeal Fire Apparatus Co., a Nebraska corporation ("Smeal"); Smeal Properties, Inc., a Nebraska corporation ("Properties"); Ladder Tower Co., a Nebraska corporation ("LTC"); U.S. Tanker Co., a Nebraska corporation ("UST" and, together with Smeal, Properties, and LTC, the "Sellers"); Spartan Motors USA, Inc., a South Dakota corporation (together with any assignees pursuant to Section 9.3 below, "Buyer"); and Rod Cerny, as the Representative (defined below). Except as otherwise indicated in this Agreement, capitalized terms used in this Agreement are defined in Article 1 below.

ASSET PURCHASE AGREEMENT by and Among EMMIS PUBLISHING, L.P., EMMIS OPERATING COMPANY, GP TM ACQUISITION LLC and GENESIS PARK II LP Dated as of October 13, 2016 (January 5th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made as of October 13, 2016, by and among EMMIS PUBLISHING, L.P., an Indiana limited partnership ("Seller"), EMMIS OPERATING COMPANY, an Indiana corporation ("Seller Guarantor"), for the limited purpose of Section 10.4(a) below, GP TM ACQUISITION LLC, a Delaware limited liability company (the "Buyer"), and GENESIS PARK II LP, a Delaware limited partnership ("Buyer Guarantor"), for the limited purpose of Section 10.4(b) below. Seller and Buyer may be referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AGREEMENT by and Between ASURE SOFTWARE, INC. And PAYROLL SPECIALTIES N.W., INC. And SHAWN GREGG Dated as of January 1, 2017 (January 5th, 2017)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of the 1st day of January, 2017, by and between Asure Software, Inc., a Delaware corporation ("Purchaser"), Payroll Specialties N.W., Inc., an Oregon Corporation ("Seller"), and Shawn Gregg, individually ("Seller Principal").

Fresh Healthy Vending International, Inc. – ASSET PURCHASE AGREEMENT by and Between ROBOFUSION, INC. (As Seller) and GENERATION NEXT FRANCHISE BRANDS, INC. (As Buyer) Dated as of December 28, 2016 PAGE (January 4th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of December 28, 2016, by and between Robofusion, Inc., a Delaware corporation ("Seller") and Generation NEXT Franchise Brands, Inc., a Nevada corporation ("Buyer"). Seller and Buyer are sometimes individually referred to herein as a "Party" and collectively as the "Parties."

Sprague Resources LP – Asset Purchase Agreement (January 3rd, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of December 30, 2016, is entered into between (i) Global Montello Group Corp., a Delaware corporation ("GMG"), and Global Energy Marketing LLC, a Delaware limited liability company, ("GEM" and, together with GMG, each a "Seller" and, together, the "Sellers"), on the one hand, and (ii) Sprague Operating Resources LLC, a Delaware limited liability company, ("Sprague Operating"), and Sprague Energy Solutions Inc., a Delaware corporation ("Sprague Energy" and, together with Sprague Operating, each a "Buyer" and, together, the "Buyers"), on the other hand. For purposes of the Global GP Provisions (as defined below) only, Global GP LLC, a Delaware limited liability company that employs the Business Employees (as defined below) ("Global GP") joins in this Agreement. For purposes of the guarantees set forth on the signature pages hereto, Global Partners LP, a Delaware limited partnership ("Global Partners"), and Sprague Resources LP,

Insurance Mgmt Solutions Grp – Asset Purchase Agreement by and Among Sureharvest, Inc., Where Food Comes From, Inc. And Sureharvest Services, Llc December, 2016 (December 30th, 2016)

This Asset Purchase Agreement (this "Agreement") is made as of December 28, 2016, and effective as of the Effective Time, by and among (i) SureHarvest, Inc., a California corporation (the "Seller"), (ii) SureHarvest Services, LLC, a California limited liability company (the "Buyer"), (iii) Jeff Dlott, the President, key manager and shareholder of Seller ("Dlott") and (iv) Where Food Comes From, Inc., a Colorado corporation ("WFCF"). The Seller, Dlott, the Buyer and WFCF are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

AMENDMENT NO. 5 TO ASSET PURCHASE AGREEMENT December 20, 2016 (December 28th, 2016)

This Amendment No. 5 (this "Fifth Amendment") to that certain Asset Purchase Agreement (as amended, the "Purchase Agreement"), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability company, Hearthstone Associates, LLC, a Massachusetts limited liability company, Xando Cosi Maryland, Inc., a Maryland corporation, and Cosi Sandwich Bar, Inc., a Delaware corporation (each a "Seller" and collectively, the "Sellers"), and LIMAB LLC, a Delaware limited liability company (the "Purchaser"). Capitalized terms used and not defined herein shall have the meanings specified in the Purchase Agreement.

AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT December 20, 2016 (December 28th, 2016)

This Amendment No. 4 (this "Fourth Amendment") to that certain Asset Purchase Agreement (as amended, the "Purchase Agreement"), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability company, Hearthstone Associates, LLC, a Massachusetts limited liability company, Xando Cosi Maryland, Inc., a Maryland corporation, and Cosi Sandwich Bar, Inc., a Delaware corporation (each a "Seller" and collectively, the "Sellers"), and LIMAB LLC, a Delaware limited liability company (the "Purchaser"). Capitalized terms used and not defined herein shall have the meanings specified in the Purchase Agreement.

ASSET PURCHASE AGREEMENT by and Between ICAD, INC., as Seller, AND INVIVO CORPORATION, as Buyer Dated as of December 16, 2016 (December 22nd, 2016)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of December 16, 2016, is made by and between iCAD, INC., a Delaware corporation (Seller), and INVIVO CORPORATION, a Delaware corporation (Buyer).

Bright Mountain Acquisition Corp – ASSET PURCHASE AGREEMENT Dated December 16, 2016 Effective December 15, 2016 by and Between Bright Mountain Media, Inc., a Florida Corporation ("Bright Mountain"), Bright Mountain, LLC, a Florida Limited Liability Company (The Buyer), Sostre Enterprises, Inc., a Florida Corporation (The Seller), Pedro Sostre III, an Individual ("Sostre") and James Love, an Individual ("Love") (December 21st, 2016)
Nexeon Medsystems Inc – Patent License Asset Purchase Agreement (December 20th, 2016)

THIS PATENT LICENSE ASSET PURCHASE AGREEMENT (the "Agreement") is made this 15th day of December 2016, (the "Effective Date") by and between Nexeon MedSystems Inc. a Nevada corporation, (the "Company"), and William M. Rosellini, an individual, ("Rosellini") (collectively the "Parties").

Apogee Enterprises – ASSET PURCHASE AGREEMENT Between SOTAWALL INC. And WPP ACQUISITION CORPORATION and JUAN A. SPECK Dated as of December 14, 2016 (December 20th, 2016)

This Asset Purchase Agreement (this Agreement), dated as of December 14, 2016 is entered into between Sotawall Inc., an Ontario corporation (the Vendor), Juan A. Speck (the Principal and, together with the Vendor, the Vendor Parties) and WPP Acquisition Corporation, an Ontario corporation (the Purchaser).

Icahn Enterprises Holdings L.P. – Equity and Asset Purchase Agreement (December 19th, 2016)

This Equity and Asset Purchase Agreement (this "Agreement"), dated as of December 16, 2016, is made by and among: (i) American Railcar Leasing LLC, a Delaware limited liability company (the "Company"), (ii) American Entertainment Properties Corp., a Delaware corporation ("AEPC"), (iii) AEP Rail Corp., a Delaware corporation and wholly-owned subsidiary of AEPC ("AEP Rail" and, collectively with AEPC, the "Sellers" and each, a "Seller"), (iv) SMBC Rail Services LLC, a Delaware limited liability company ("Buyer"), and (v) solely for the purposes of Articles I and XI, Sumitomo Mitsui Banking Corporation, a Japanese joint stock company and parent company of Buyer (the "Parent"). Sellers, the Company, Buyer and Parent are sometimes referred to herein collectively as the "Parties".

BullsNBears.com, Inc. – ASSET PURCHASE AGREEMENT Between RP CAPITAL GROUP, LTD as Seller and MICHAEL JAMES ENTERPRISES, INC. As Buyer August __, 2016 (December 15th, 2016)

This Asset Purchase Agreement (this Agreement) is dated August __, 2016 (the Effective Date), and is between RP Capital Group, Ltd. a United Kingdom entity (RP or Seller") and Michael James Enterprises, Inc., a Delaware corporation (Buyer). Buyer and Seller are referred to hereinafter individually as a Party and collectively as the Parties.

ASSET PURCHASE AGREEMENT by and Among HOLOGIC, INC., GRIFOLS DIAGNOSTIC SOLUTIONS INC. And GRIFOLS, S.A. Dated as of December 14, 2016 (December 15th, 2016)

ASSET PURCHASE AGREEMENT, dated as of December 14, 2016 (this Agreement), by and among Hologic, Inc., a Delaware corporation (the Seller), Grifols Diagnostic Solutions Inc., a Delaware corporation (the Buyer), and solely for the purposes of Section 5.16, Grifols, S.A., a company (sociedad anonima) organized under the laws of Spain (Grifols).

Keane Group, Inc. – Asset Purchase Agreement by and Among Keane Group Holdings, Llc, Keane Frac, Lp, Trican Well Service Ltd. And the Seller Companies Named Herein Dated as of January 25, 2016 (December 14th, 2016)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of January 25, 2016 by and among Keane Group Holdings, LLC, a Delaware limited liability company (Keane Parent), Keane Frac, LP (Buyer and together with Keane Parent, the Buyer Companies), Trican Well Service Ltd., an Alberta corporation (Trican Parent) and Trican Well Service, L.P., a Delaware limited partnership (Trican U.S. and collectively with any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets, including those Subsidiaries set forth on Annex I hereto, the Seller Companies). Keane Parent, Buyer, Trican Parent and each of the Seller Companies are each referred to individually as a Party and collectively as the Parties. Capitalized terms used, but not otherwise defined herein have the meanings set forth in Section 1.1 below.

Alliance MMA, Inc. – Asset Purchase Agreement (December 13th, 2016)

THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of December 9, 2016 (the "Effective Date"), is entered into by and among OHIO FITNESS AND MARTIAL ARTS, LLC, d/b/a IT Fight Series, a Ohio limited liability company ("Seller"), Scott Sheeley, an individual and resident of the State of Ohio (the "Selling Member"), and ALLIANCE MMA, INC., a Delaware corporation ("Buyer").

Medovex – Asset Purchase Agreement (December 12th, 2016)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of December 7, 2016, by and among SKYTRON, LLC, a Delaware limited liability company ("Buyer"), and STREAMLINE, INC., a Minnesota corporation ("Seller"). Buyer and Seller are sometimes individually referred to in this Agreement as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined are defined in Article 9.

Tetridyn Solutions Inc – Asset Purchase Agreement (December 12th, 2016)

This ASSET PURCHASE AGREEMENT ("Agreement") is made effective the 8th day of December 2016 ("Effective Date"), between TetriDyn Solutions, Inc., a Nevada corporation ("Buyer"), and JPF Venture Group, Inc., a Delaware corporation ("Seller"). Capitalized terms not otherwise defined in this Agreement are defined in Article I. Buyer and Seller are each referred to herein as a "Party" and together as the "Parties."

Precious Investments, Inc. – Asset Purchase Agreement (December 12th, 2016)

This ASSET PURCHASE AGREEMENT is made as of this 5th day of December 2016 (this "Agreement") by and among PRECIOUS INVESTMENTS, INC., a Nevada corporation (the "Company") and Kashif Khan ("KHAN"), on the one hand, and CORNERSTONE UNITED CAPITAL, LLC (the "Seller") on the other hand. The Company and the Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties."