Asset Purchase Agreement Sample Contracts

Phh Corp – ASSET PURCHASE AGREEMENT by and Among GUARANTEED RATE AFFINITY, LLC (February 15th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into and effective as of the 15th day of February, 2017, by and among Guaranteed Rate Affinity, LLC, a Delaware limited liability company (Buyer), PHH Home Loans, LLC, a Delaware limited liability company (HL), RMR Financial, LLC, a Californian limited liability company and wholly-owned subsidiary of HL (RMR, and together with HL, Sellers, and each a Seller) and PHH Corporation, a Maryland corporation (PHH and, together with Sellers, the PHH Parties). Each of Buyer, and each PHH Party is referred to as a Party and, collectively, the Parties.

Adgero Biopharmaceuticals Holdings, Inc. – ASSET PURCHASE AGREEMENT Dated as of November 26, 2012 Among ADGERO BIOPHARMACEUTICALS, INC. As Buyer, and as Seller. (February 14th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), entered into as of November ___, 2012 (the "Effective Date"), is by and between Adgero Biopharmaceuticals, Inc., a Delaware corporation ("Buyer"), and St. Cloud Investments, LLC, a limited liability corporation incorporated in the British Virgin Islands ("Seller"). Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article VII.

ABT Holdings, Inc. – Asset Purchase Agreement (February 14th, 2017)

Buyer agrees to acquire under the terms specified herein the right, title, interest, and benefit of proprietary technology known as "AutoClaim Domain" from Seller, also known as Technology Rights; and

GrowGeneration Corp. – Asset Purchase Agreement (February 14th, 2017)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of February 1, 2017, by and between GrowGeneration Corp., a Colorado Corporation ("Parent") and GrowGeneration California Corp., a Delaware corporation ("Buyer") and Morgan Pagenkopf, an individual doing business under the fictitious business name "Sonoma Hydro" ("Seller").

Vapor Hub International Inc. – Asset Purchase Agreement (February 14th, 2017)

This Asset Purchase Agreement (this Agreement), dated as of February 10, 2017 (Effective Date), is entered into between Vapor Hub International Inc., a Nevada corporation (Seller) and PLY Technology, a California corporation (Buyer). Buyer and Seller may each be referred to herein as a Party and may be collectively referred to herein as the Parties.

ABT Holdings, Inc. – Asset Purchase Agreement (February 14th, 2017)

Buyer agrees to acquire under the terms specified herein the right, title, interest, and benefit of proprietary technology known as "AutoClaim App" from Seller, also known as Technology Rights; and

Asset Purchase Agreement (February 8th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 8, 2017, is entered into by and among (i) Forcepoint LLC, a Delaware limited liability company (Purchaser), (ii) SkyFence Networks Ltd., an Israeli company (Seller), and (iii) Imperva, Inc., a Delaware corporation (Seller Parent, and together with Seller, the Seller Parties). Purchaser, Seller and Seller Parent may be referred to herein individually as a Party and collectively as the Parties. Capitalized terms used herein are defined in Appendix A hereto.

Asset Purchase Agreement (February 7th, 2017)
Dakota Plains Holdings, Inc. – Asset Purchase Agreement (February 3rd, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of November 18, 2016 (the "Agreement Date"), by and among BioUrja Trading, LLC, a Delaware limited liability company ("Purchaser") and Dakota Plains Holdings, Inc., a Nevada corporation and Dakota Petroleum Transport Solutions, LLC, a Minnesota limited liability company (jointly, the "Companies" or "Sellers"). Purchaser and the Sellers are collectively referred to the assets used in and related 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. Amit Bhandari shall be a party just as to Section 12.13 hereof.

ASSET PURCHASE AGREEMENT Among KMG CHEMICALS, INC. KMG INDUSTRIAL LUBRICANTS CANADA, INC. KMG ELECTRONIC CHEMICALS LUXEMBOURG HOLDINGS S.A.R.L as Purchasers, SEALWELD CORPORATION CHISHOLM ASSET CORPORATION, SEALWELD CORPORATION FZE. As Sellers, and DEAN CHISHOLM, as Shareholder Dated as of January 31, 2017 (February 1st, 2017)

This ASSET PURCHASE AGREEMENT (the "Agreement") dated as of January 31, 2017, is being entered into by and among KMG Chemicals, Inc., a Texas corporation ("KMG"), KMG Industrial Lubricants Canada, Inc., a corporation organized under the laws of the Province of British Columbia, Canada ("KMG ILC"), KMG Electronic Chemicals Luxembourg Holdings S.a.r.l, a societe a responsabilite limitee organized under the laws of Luxembourg ("KMG Luxembourg", and together with KMG and KMG ILC, the "Purchasers"), Sealweld Corporation, a corporation organized under the laws of the Province of Alberta, Canada ("Sealweld Canada"), Chisholm Asset Corporation, a corporation organized under the laws of the Province of Alberta, Canada ("Chisholm" and collectively with Sealweld Canada, the "Companies" and individually, a "Company"), and Sealweld Corporation FZE ("FZE" and together with Sealweld Canada and Chisholm, the "Sellers"), and Dean Chisholm in his individual capacity ("Shareholder").

Hampshire Group Ltd – Asset Purchase Agreement (January 27th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 13, 2017 (the "Effective Date"), is made by and between Hampshire Group, Limited, a corporation organized under the laws of the state of Delaware ("Group"), Hampshire Brands, Inc., a corporation organized under the laws of the state of Delaware ("Brands"; Group and Brands are each referred to as a "Seller" and collectively, the "Sellers" ) and The Fashion Exchange LLC, a limited liability company organized under the laws of the state of New York, or its designee ("Buyer"). Capitalized terms used in this Agreement are defined or cross-referenced in Article 10.

Coca-Cola Bottling Co. Consolidated – Amendment No. 1 to Asset Purchase Agreement (January 27th, 2017)

THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (this Amendment) is made as of January 27, 2017, by and between COCA-COLA REFRESHMENTS USA, INC. a Delaware corporation (Seller), and COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation (the Buyer). Seller and Buyer are sometimes individually referred to in this Amendment as a Party and collectively as the Parties. Capitalized terms that are not otherwise defined herein have the respective meanings as ascribed thereto in the Purchase Agreement (as defined herein).

Asset Purchase Agreement (January 26th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 24, 2017, is among Capital Properties, Inc., a Rhode Island corporation ("CPI"), Dunellen, LLC, a Delaware limited liability company ("Dunellen") and Capital Terminal Company, a Rhode Island corporation ("CTC") (each a "Seller" and collectively "Sellers"), and Sprague Operating Resources LLC, a Delaware limited liability company ("Buyer").

Sprague Resources LP – ASSET PURCHASE AGREEMENT Among (January 25th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January 24, 2017, is among Capital Properties, Inc., a Rhode Island corporation ("CPI"), Dunellen, LLC, a Delaware limited liability company ("Dunellen") and Capital Terminal Company, a Rhode Island corporation ("CTC") (each a "Seller" and collectively "Sellers"), and Sprague Operating Resources LLC, a Delaware limited liability company ("Buyer").

Alliance MMA, Inc. – Asset Purchase Agreement (January 24th, 2017)

THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of January 18, 2017 (the "Effective Date"), is entered into by and among FIGHT TIME PROMOTIONS, LLC, a Florida limited liability company ("Seller"), Karla Guadamuz-Davis, an individual and resident of the State of Florida (the "Selling Member"), and ALLIANCE MMA, INC., a Delaware corporation ("Buyer").

Sprague Resources LP – TERMINAL AND WHOLESALE FUELS ASSET PURCHASE AGREEMENT by and Among LEONARD E. BELCHER, INCORPORATED as Seller and SPRAGUE OPERATING RESOURCES LLC as Buyer Dated as of January 23, 2017 (January 24th, 2017)
Asset Purchase Agreement (January 24th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into effective as of this 18th day of January, 2017 (the "Effective Date"), by and among INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation ("ISH"), LMS SHIPMANAGEMENT, INC., MARCO SHIPPING COMPANY (PTE) LTD., GULF SOUTH SHIPPING PTE LTD., AND N.W. JOHNSEN & CO., INC. (collectively, the "Debtor Sellers") and MPV NETHERLANDS C.V., MPV NETHERLANDS COOPERATIEF U.A., MPV NETHERLANDS B.V., on the one hand (collectively, the "MPV Companies" and collectively with Debtor Sellers, "Sellers"), and J LINE CORPORATION, a Marshall Islands corporation, SEAOCEAN CARRIERS PTE LTD., a Singapore private limited company, and ARCADIA MARINE, L.L.C., a Louisiana limited liability company (collectively, "Buyer"). Buyer and Sellers may be referred to herein individually as a "Party" and collectively as the "Parties". For purposes of this Agreement, the term "Affiliates" shall mean with respect to either Party hereto, any other

Dated December 14, 2016 NeoPhotonics Dongguan Co., Ltd. NeoPhotonics (China) Co., Ltd. And APAT Optoelectronics Components Co., Ltd. ASSET PURCHASE AGREEMENT (January 23rd, 2017)
Second Supplementary Agreement to Asset Purchase Agreement (January 23rd, 2017)

This second supplementary agreement to the Asset Purchase Agreement (hereinafter referred to "Second Supplementary Agreement") is entered into and effective on the date last signed below (the "Effective Date") by and between:

Supplementary Agreement to Asset Purchase Agreement (January 23rd, 2017)

This supplement agreement to the Asset Purchase Agreement (hereinafter referred to "Supplementary Agreement") is entered into and effective on the date last signed below (the "Effective Date") by and between:

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").