Asset Purchase Agreement Sample Contracts

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Longfin Corp – Asset Purchase Agreement (December 15th, 2017)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made on December 11th, 2017 by and between Longfin Corp, a Delaware Corporation (the "Purchaser") with its legal address being 16-017, Broad Street, New York 1004 and Meridian Enterprises Pte. Ltd (the "Seller") with its legal address being at 105, CECIL Street #11-00, The Octagon Singapore-069534 and with other affiliates collectively represented M/s. Galaxy Media Ltd, Hong Kong located at Unit 1, 8/F, Tower II, South Seas Center, 75 Mody Road, Tsimshatsui East, Kowloon, Hong Kong (the "Parties")

Cardica, Inc. – ASSET PURCHASE AGREEMENT Dated as of December 11, 2017 by and Between DEXTERA SURGICAL INC., as Seller, and AESCULAP, INC. As Buyer (December 15th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of December 11, 2017, by and between DEXTERA SURGICAL INC., a Delaware corporation formerly known as "Cardica, Inc." ("Seller"), and AESCULAP, INC., a California corporation ("Buyer"). Seller and Buyer are sometimes individually referred to herein as a "Party" and collectively as the "Parties".

ASSET PURCHASE AGREEMENT by and Among ENVIROSTAR, INC. And AADVANTAGE LAUNDRY SYSTEMS, INC. On the One Hand, and MICHAEL ZUFFINETTI, RYAN C. SMITH, ZUF MANAGEMENT LLC and ZUF ACQUISITIONS I LLC, D/B/a/ AADVANTAGE LAUNDRY SYSTEMS on the Other Hand Dated as of December 8, 2017 (December 13th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of December 8, 2017 (this "Agreement"), by and among EnviroStar, Inc., a Delaware corporation (the "Parent"), and AAdvantage Laundry Systems, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Buyer"), on the one hand, and Zuf Management LLC, a Texas limited liability company ("Zuf"), Michael Zuffinetti, and Ryan C. Smith (collectively with Zuf and Michael Zuffinetti, the "Members") and Zuf Acquisitions I LLC, a Texas limited liability company d/b/a/ AAdvantage Laundry Systems (the "Company"), on the other hand. The Members and the Company are sometimes collectively referred to as the "Seller Group."

ASSET PURCHASE AGREEMENT by and Among ENVIROSTAR, INC. And AADVANTAGE LAUNDRY SYSTEMS, INC. On the One Hand, and MICHAEL ZUFFINETTI, TERI DEA ZUFFINETTI AND SKY-RENT MANAGEMENT LLC and SKY-RENT LP, on the Other Hand Dated as of December 8, 2017 (December 13th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of December 8, 2017 (this "Agreement"), by and among EnviroStar, Inc., a Delaware corporation (the "Parent"), and AAdvantage Laundry Systems, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Buyer"), on the one hand, and Sky-Rent Management LLC, a Texas limited liability company ("Sky-Rent"), Michael Zuffinetti, and Teri Dea Zuffinetti (collectively with Sky-Rent and Michael Zuffinetti, the "Partners") and Sky-Rent LP, a Texas limited partnership (the "Company"), on the other hand. The Partners and the Company are sometimes collectively referred to as the "Seller Group."

Asset Purchase Agreement (December 1st, 2017)

This ASSET PURCHASE AGREEMENT is made and entered into as of November 30, 2017, by and among TANGERINE PROMOTIONS, LTD., an Illinois corporation ("LTD"), TANGERINE PROMOTIONS WEST, INC., a California corporation ("West")(LTD and West are referred to herein, individually as a "Seller Entity" and collectively, as the "Seller Entities"), Steve Friedman, the sole shareholder of the Seller Entities (the "Shareholder"), Adam Rosenbaum, the holder of a phantom stock interest in the Seller Entities ("Rosenbaum" and together with Shareholder, the "Sellers"), and BAMKO, LLC, a Delaware limited liability company (the "Buyer"). SUPERIOR UNIFORM GROUP, INC. ("Parent") joins in this Agreement for the limited purpose of making the deliveries contemplated by Section 2.6(d)(v) and (vi), and providing the guaranty specified in Section 6.15. Buyer, the Sellers and the Seller Entities are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Asset Purchase Agreement (November 29th, 2017)

This Asset Purchase Agreement (the "Agreement") is made as of the 29 day of September, 2017, between COPsync, Inc. ("Seller"), and Kologik Capital, LLC ("Purchaser").

Stanley Furniture Company, Inc. – ASSET PURCHASE AGREEMENT by and Between CHURCHILL DOWNS LLC, as Buyer, and STANLEY FURNITURE COMPANY, INC. As Seller Dated as of November 20, 2017 (November 20th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of November 20, 2017 by and between CHURCHILL DOWNS LLC, a Delaware limited liability company (the "Buyer"), and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the "Seller").

Comstock Homebuilding Companies – Asset Purchase Agreement (November 16th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of July , 2017, is entered into among Monridge Environmental, LLC d/b/a JK Environmental Services, LLC, a Pennsylvania limited liability company (Seller), JK Environmental Services, LLC, a Virginia limited liability company (Buyer), Kevin Brien (Brien) and John Krinis (Krinis). Seller, Brien and Krinis shall be collectively referred to as the Seller Parties, and each individually, a Seller Party.

SusGlobal Energy Corp. – Asset Purchase Agreement (November 14th, 2017)

SUSGLOBAL ENERGY BELLEVILLE LTD., a corporation incorporated under the laws of Ontario (the Purchaser), -and- For the purposes of Section 8.18, SUSGLOBAL ENERGY CANADA CORP., a corporation incorporated under the laws of Canada (the Parent), -and- BDO CANADA LIMITED, solely in its capacity as court appointed receiver of ASTORIA ORGANIC MATTERS LTD. and ASTORIA ORGANIC MATTERS CANADA LP, and not in any other capacity

Asset Purchase Agreement (November 14th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of November 8, 2017 (the "Closing Date"), is entered into by and among (i) Hargis Industries, LP, a Texas limited partnership ("Seller"), (ii) Joe A Hargis, Hargis Industries #1, LLC, a Texas limited liability company, and Joedy S. Hargis, as successor trustee and on behalf of (a) the Joedy S. Hargis Irrevocable Trust and (b) the Jeffrey S. Hargis Irrevocable Trust (the "Hargis Trusts") (each Person set forth in this subclause (ii) a "Selling Partner" and collectively, the "Selling Partners"), (iii) Hargis Industries #1, LLC, a Texas limited liability company (acting by and through its sole member, Joe A. Hargis) in the capacity as the Seller Representative (the "Seller Representative"), and (iv) The Hillman Group, Inc., a Delaware corporation (the "Buyer").

ConforMIS Inc – Asset Purchase Agreement (November 9th, 2017)

This Asset Purchase Agreement (the "Agreement") is made as of this 9th day of August, 2017(the "Effective Date") by and between ConforMIS, Inc., a Delaware corporation, with a principal place of business at 600 Technology Park Drive, Billerica, Massachusetts 01821 ("Purchaser"),Broad Peak Manufacturing, LLC, a limited liability company formed under the laws of Connecticut, with a principal place of business at 10 Beaumont Road, Wallingford, Connecticut 06492 ("Seller"), and the persons executing this Agreement as Unitholders below ("Unitholders"), solely in connection with Article III, Section 5.6 and Article VII herein. Purchaser and Seller are sometimes referred to herein individually as a "Party" and collectively as the "Parties"), and such term shall include Unitholders, as applicable, in Article III, Section 5.6 and Article VII herein.

Willis Lease Finance Corporation – ASSET PURCHASE AGREEMENT Dated as of August 4, 2017 Between WILLIS LEASE FINANCE CORPORATION and WILLIS ENGINE STRUCTURED TRUST III (November 9th, 2017)

THIS ASSET PURCHASE AGREEMENT, dated as of August 4, 2017 (this "Agreement"), is entered into by and between WILLIS LEASE FINANCE CORPORATION ("Willis"), a Delaware corporation, and WILLIS ENGINE STRUCTURED TRUST III ("WEST"), a Delaware statutory trust.

Transmontaigne Partners Lp – Asset Purchase Agreement (November 8th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) dated as of November 2, 2017 (the Effective Date), is made and entered into by and between Plains Products Terminals LLC, a Delaware limited liability company (Seller), and TransMontaigne Operating Company L.P., a Delaware limited partnership (Buyer). Seller and Buyer shall collectively be referred to herein as the Parties and each, a Party.

CrossAmerica Partners LP – Asset Purchase Agreement (November 8th, 2017)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of the ____ day of ___________, 2017 (the "Effective Date"), by and among CROSSAMERICA PARTNERS LP, a Delaware limited partnership ("Purchaser"), JET-PEP, INC., an Alabama corporation ("Seller"), and the other Persons listed as signatories hereto (individually, a "Property Seller," and collectively, the "Property Sellers"). ROBERT G. NORRIS, an individual resident of the State of Alabama and the sole shareholder of Seller ("Shareholder"), is made a party to this Agreement solely for the purposes of Sections 4.3(i), 5.7, 5.9, 5.15(e), 5.25, 8.7, 8.9, 8.18, 12.2(a) and 12.2(b) hereof.

RE/MAX Holdings, Inc. – Asset Purchase Agreement (November 7th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of November 2, 2017, is entered into by and among Roaring Fork Capital Partners, Inc., a Colorado corporation doing business as RE/MAX Northern Illinois (the "Seller"), RE/MAX, LLC (formerly known as RE/MAX International, Inc. and as RE/MAX of America, Inc.), a Delaware limited liability company ("RE/MAX"), RE/MAX Northern Illinois Ad Fund, Inc., a Colorado corporation ("Ad Fund Buyer" and, together with RE/MAX, the "Buyers") and the Principal Stockholders (defined below).

Resolute Energy Corp. – First Amendment to Membership Interest and Asset Purchase Agreement (November 7th, 2017)

This First Amendment to Membership Interest and Asset Purchase Agreement (this "Amendment") is made and entered into effective as of November 6, 2017 ("Effective Time"), by and among RESOLUTE ENERGY CORPORATION, a Delaware corporation ("Resolute"), HICKS ACQUISITION COMPANY I, INC., a Delaware corporation ("HACI" and together with Resolute, the "Company Sellers"), RESOLUTE NATURAL RESOURCES COMPANY, LLC, a Delaware limited liability company ("RNR" and together with the Company Sellers, the "Sellers"), RESOLUTE ANETH, LLC, a Delaware limited liability company (the "Company"), ELK PETROLEUM ANETH, LLC, a Delaware limited liability company ("Buyer"), and ELK PETROLEUM LIMITED, an Australian company limited by shares ("Parent Guarantor"). Buyer, the Company, Sellers and Parent Guarantor are collectively referred to as the "Parties" and individually as a "Party."

CVD Equipment Corporation – Asset Purchase Agreement (November 6th, 2017)

ASSET PURCHASE AGREEMENT, dated as of October 31, 2017 (the "Agreement"), between MesoScribe Technologies, Inc., a Delaware corporation ("Seller") and CVD MesoScribe Technologies Corporation, a New York corporation ("Buyer").

ASSET PURCHASE AGREEMENT by and Among NANOTHERAPEUTICS, INC. And XOMA (US) LLC Dated as of November 4, 2015 (November 6th, 2017)

THIS ASSET PURCHASE AGREEMENT, dated as of the Fourth day of November, 2015 (this "Agreement"), is made by and among Nanotherapeutics, Inc., a Delaware corporation ("Buyer"), and XOMA (US) LLC, a Delaware limited liability company ("Seller").

Asset Purchase Agreement (November 6th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of August 11, 2017 (the "Effective Date"), is entered into by and among RED LION HOTELS CORPORATION, a Washington corporation ("Parent"), TICKETSWEST.COM, INC., a Washington corporation ("Seller"), and PACIOLAN, LLC, a Delaware limited liability company ("Buyer"). Buyer, Parent and Seller are sometimes referred to herein collectively as the "Parties" and each individually as a "Party."

Hancock Jaffe Laboratories, Inc. – Asset Purchase Agreement (November 6th, 2017)

This Asset Purchase Agreement is dated March 18, 2016 ("Agreement") and is by and between LeMaitre Vascular, Inc. with offices at 63 Second Avenue, Burlington, MA 01803 ("LMAT") and Hancock Jaffe Laboratories, Inc. with offices at 70 Doppler, Irvine, CA 92618 ("HJL" and together with LMAT, the "Parties").

Air T, Inc. – Asset Purchase Agreement (November 6th, 2017)

THIS ASSET PURCHASE AGREEMENT (Agreement) is entered into effective this 3rd day of November, 2017, by and among BLUE CLAY CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (BCCM or Seller), Gary Kohler (Kohler), and BCCM, Inc., a Delaware corporation (Purchaser).

ASSET PURCHASE AGREEMENT Between RTI SURGICAL, INC., A&E ADVANCED CLOSURE SYSTEMS, LLC and ALTO DEVELOPMENT CORP. (As Guarantor) Dated as of August 3, 2017 (November 3rd, 2017)

This Asset Purchase Agreement (this Agreement), dated as of August 3, 2017 (the Closing Date), is entered into between RTI Surgical, Inc., a Delaware corporation (Seller), A&E Advanced Closure Systems, LLC, a Delaware limited liability company (Buyer), solely in its capacity as guarantor of Buyer, Alto Development Corp., a New Jersey corporation (Guarantor), and solely for purposes of Section 6.13, Vance Street Capital II, L.P., a Delaware limited partnership.

Hercules Technology Growth Capital, Inc. – ASSET PURCHASE AGREEMENT Dated as of November 1, 2017 by and Between Ares Capital Corporation, as Seller, and Bearcub Acquisitions LLC, as Buyer (November 2nd, 2017)

This ASSET PURCHASE AGREEMENT, dated as of November 1, 2017, is made by and between Ares Capital Corporation, a Maryland corporation (the Seller and, together with each Seller Designee permitted pursuant to this Agreement, the Seller Parties), and Bearcub Acquisitions LLC, a Delaware limited liability company (the Buyer).

Newpark Resources, Inc. – Asset Purchase Agreement Among Newpark Mats & Integrated Services Llc Newpark Resources, Inc. Utility Access Solutions Inc. And the Stockholders Dated as of October 27, 2017 (October 31st, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of October 27, 2017, is entered into by and among Utility Access Solutions Inc., a Michigan corporation ("Seller"), each of the Stockholders (as defined below), Newpark Mats & Integrated Services LLC, a Texas limited liability company ("Buyer"), and Newpark Resources, Inc., a Delaware corporation and the sole member of Buyer ("Newpark"). The Seller, Stockholders, Buyer and Newpark are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Newpark Resources, Inc. – Asset Purchase Agreement Among Newpark Mats & Integrated Services Llc Newpark Resources, Inc. Well Service Group Inc. And the Stockholders Dated as of October 27, 2017 (October 31st, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of October 27, 2017, is entered into by and among Well Service Group Inc., a Pennsylvania corporation ("Seller"), each of the Stockholders (as defined below), Newpark Mats & Integrated Services LLC, a Texas limited liability company ("Buyer"), and Newpark Resources, Inc., a Delaware corporation and the sole member of Buyer ("Newpark"). The Seller, Stockholders, Buyer and Newpark are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Asset Purchase Agreement (October 27th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered as of October 26, 2017, by and among TALON ACQUISITION CORP., an Illinois corporation (the "Purchaser"), TELEFONIX, INCORPORATED, an Illinois corporation ("Telefonix"), PRODUCT DEVELOPMENT TECHNOLOGIES, LLC, an Illinois limited liability company ("PDT" and together with Telefonix, the "Sellers" and each individually, a "Seller"), and Paul Burke, solely for purposes of Section 5.14 ("Burke"). The Purchaser and the Sellers are referred to herein collectively as the "Parties" and individually as a "Party."

Iho-Agro International Inc. – Asset Purchase Agreement (October 27th, 2017)

This Asset Purchase Agreement (the "Agreement'') is entered into as of October 20 2017 by and between loan Hossu, an individual ("IH"), and IHO-Agro International, Inc., a Nevada corporation ("IHO").

Ambicom Holdings, Inc – Asset Purchase Agreement (October 27th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of September 25, 2017, is entered into by and between AmbiCom Holdings, Inc., a Nevada corporation ("ABHI" or "Buyer"), Voosh, LLC, a California limited liability company, ("Voosh" or "Seller") and certain of the shareholders of the Seller set forth on the signature page hereof (the "Shareholders").

Earth Science Tech, Inc. – Asset Purchase Agreement (October 25th, 2017)

This Asset Purchase Agreement dated this 22 day of August, 2016, between and among BEO ITS, INC., a corporation of the Dominion of Canada and its principals DR. MICHEL AUBE and DANNY GERMAIN, collectively the "Seller", all of the province of Quebec, Canada; and EARTH SCIENCE TECH, INC., a Nevada corporation doing business in the State of Florida located at C1702 Costa Del Sol, Boca Raton, FL 33432, "Purchaser",

Asset Purchase Agreement (October 20th, 2017)

This Asset Purchase Agreement is made and entered into as of October 17, 2017 ("Effective Date"), among Prism Technologies Group, Inc., a Delaware corporation, on behalf of itself and its Subsidiaries (collectively, Purchaser"), and Amorphous Technologies International, Inc., a Delaware corporation, on behalf of itself and its Subsidiaries, (collectively, "Seller").

Concierge Technologies Inc – Asset Purchase Agreement (October 20th, 2017)

This Asset Purchase Agreement (this "Agreement") is entered into on October 18, 2017 (the "Effective Date"), by and between The Original Sprout, LLC, a California limited liability company ("Seller" or "Company"), Inga Tritt and William Pritchett, each an individual member of the Company (individually hereinafter referred to as "Owner" or collectively as "Owners"), and Kahnalytics, Inc., a California corporation, ("Buyer"), and wholly-owned subsidiary of Concierge Technologies, Inc. ("Concierge"), a Nevada corporation. Seller and Buyer may collectively be referred to herein as the "Parties" or individually as "Party".

Teknik Digital Arts Inc. – Asset Purchase Agreement (October 20th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is effective as of the 18th day of August 2017, by and between The Hopp Companies Inc, a New York corporation and Hopp Management, Inc. a New York corporation (collectively, the "Company"), (the "Seller"), and Halitron Inc., ("HAON") a Nevada corporation (the "Buyer").

Newstar Financial – ASSET PURCHASE AGREEMENT by and Between GSO DIAMOND PORTFOLIO HOLDCO LLC and NEWSTAR FINANCIAL, INC. Dated as of October 16, 2017 (October 20th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of October 16, 2017 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and between GSO Diamond Portfolio Holdco LLC, a Delaware limited liability company (the Buyer) and NewStar Financial, Inc., a Delaware corporation (the Company).

ASSET PURCHASE AGREEMENT by and Between Pivotal Utility Holdings, Inc. As Seller, and South Jersey Industries, Inc. As Buyer Dated as of October 15, 2017 (October 18th, 2017)

THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of October 15, 2017, by and between Pivotal Utility Holdings, Inc., a New Jersey corporation ("Seller"), and South Jersey Industries, Inc., a New Jersey corporation ("Buyer" and together with Seller, the "Parties" and each individually a "Party").

Apellis Pharmaceuticals, Inc. – ASSET PURCHASE AGREEMENT Dated September 24, 2014 Between APELLIS PHARMACEUTICALS, INC. And POTENTIA PHARMACEUTICALS, INC. (October 13th, 2017)

This Asset Purchase Agreement is entered into as of September 24, 2014 by and between Apellis Pharmaceuticals, Inc., a Delaware corporation (the Buyer), and Potentia Pharmaceuticals, Inc., a Delaware corporation (the Seller).