Asset Purchase Agreement Sample Contracts

Share Cite Term
Link

Embed (HTML)
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).

Content Checked Holdings, Inc. – Equity-For-Debt Exchange and Asset Purchase Agreement (October 11th, 2017)

This Equity-For-Debt Exchange and Asset Purchase Agreement ("Agreement"), dated as of October 7, 2017, is entered into by and between Hillair Capital Management LLC, a Delaware limited liability company as assignee of Hillair Capital Investments, LP, a Delaware limited liability partnership ("Hillair"), Content Acquisition Company, Inc., a Delaware corporation which is an affiliate of Hillair ("CAC"), Content Checked Holdings, Inc., a Nevada corporation ("CCHI") and Content Checked, Inc., a Wyoming corporation ("Content Checked") (CCHI and Content Checked are hereinafter collectively referred to as the "Company"). The Company, CAC and Hillair are sometimes hereinafter referred to collectively as the "Parties."

Asset Purchase Agreement (United States) (October 5th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of October 1, 2017 is entered into by and among Regis Corp., a Minnesota corporation ("Regis"), and Regis, Inc., a Minnesota corporation ("Regis Inc."), on the one hand, and The Beautiful Group Management, LLC, a Delaware limited liability company ( "Buyer"), on the other hand. Regis and Regis Inc. are referred to herein collectively as "Sellers" and individually as a "Seller".

Coca-Cola Bottling Co. Consolidated – ASSET PURCHASE AGREEMENT Dated as of September 29, 2017 by and Between COCA- COLA REFRESHMENTS USA, INC. And COCA-COLA BOTTLING CO. CONSOLIDATED (October 4th, 2017)

This ASSET PURCHASE AGREEMENT, dated as of September 29, 2017, is made by and between COCA-COLA REFRESHMENTS USA, INC., a Delaware corporation (CCR; each of CCR and any Affiliate of CCR made a party hereto after the date hereof pursuant to Section 5.16 are referred to herein individually as a Seller and are referred to herein collectively as the Sellers), and COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation (the Buyer).

Medefile International, Inc. – Asset Purchase Agreement (October 4th, 2017)

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of September 29, 2017 (the "Effective Date"), by and between MedeFile International, Inc., a Nevada corporation (the "Buyer") and The Vantage Group Ltd., a Delaware corporation (the "Seller").

Asset Purchase Agreement (October 3rd, 2017)

This Asset Purchase Agreement (this "Agreement") is made and dated as of July 19, 2017, by and among Human Genome Sciences, Inc., a Delaware corporation ("HGS"), GlaxoSmithKline LLC, a Delaware limited liability company ("GSK" and collectively with HGS, "Seller"), and Emergent BioSolutions Inc., a Delaware corporation ("Buyer"). Seller and Buyer may each be referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AGREEMENT by and Between BROCADE COMMUNICATIONS SYSTEMS, INC. And EXTREME NETWORKS, INC. Dated as of October 3, 2017 (October 3rd, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is dated as of October 3, 2017, and has been executed by and between Brocade Communications Systems, Inc., a Delaware corporation (Seller), and Extreme Networks, Inc., a Delaware corporation (Purchaser). Purchaser and Seller are each referred to herein as a Party and collectively as the Parties.

CNL Healthcare Properties II, Inc. – Asset Purchase Agreement (October 3rd, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of October 2, 2017 (the Effective Date), by and between MIDAMERICA SURGERY INSTITUTE PROPERTIES II, LLC, a Kansas limited liability company (Seller), and CHP II PARTNERS, LP, a Delaware limited partnership ( Purchaser) (Seller and Purchaser are at times hereinafter referred to individually as a Party and collectively as the Parties).

Alliance MMA, Inc. – Asset Purchase Agreement (September 29th, 2017)
Inventure Group, Inc. (The) – Asset Purchase Agreement by and Among Oregon Potato Company, Inventure Foods, Inc., Rader Farms, Inc. And Willamette Valley Fruit Company Dated as of September 8, 2017 (September 28th, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) dated as of September 8, 2017, by among Oregon Potato Company, a Washington corporation (Buyer), Inventure Foods, Inc., a Delaware corporation (Inventure), Rader Farms, Inc., a Delaware corporation (Rader), and Willamette Valley Fruit Company, a Delaware corporation (Willamette, and collectively with Inventure and Rader, the Companies, and each, a Company).

ASSET PURCHASE AGREEMENT by and Between BG FINANCE AND ACCOUNTING, INC., as Buyer, SMART RESOURCES, INC. And ACCOUNTABLE SEARCH, LLC, as Sellers, (September 22nd, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of September 18, 2017, is made and entered into by and between BG Finance and Accounting, Inc., a Delaware corporation ("Buyer"), Smart Resources, Inc., an Illinois corporation ("Smart Resources"), Accountable Search, LLC, an Illinois limited liability company ("Accountable Search" and, together with Smart Resources, the "Sellers"), and, solely for purposes stated herein, (i) Timothy J. Flood, an individual resident of the State of Illinois and the majority shareholder of Smart Resources (the "Majority Shareholder"), and (ii) Margaret Laundry Francis, an individual resident of the State of Illinois and the minority shareholder of Smart Resources (the "Minority Shareholder" and, together with the Majority Shareholder, the "Selling Persons").

Alj Regional Holdings Inc – Asset Purchase Agreement (September 21st, 2017)

This ASSET PURCHASE AGREEMENT, dated September 20, 2017, is by and among Phoenix Color Corp., a Delaware corporation ("Buyer"), LSC Communications, Inc., a Delaware corporation ("Parent") and Moore-Langen Printing Company, Inc., an Indiana corporation ("Seller").

Staffing 360 Solutions, Inc. – ASSET PURCHASE AGREEMENT by and Among (September 19th, 2017)

This Asset Purchase Agreement (this "Agreement") is executed and delivered as of September 15, 2017, by and among (i) Staffing 360 Georgia, LLC, a Georgia limited liability company ("Buyer"), (ii) Firstpro Inc., a Georgia corporation ("FPI"), (iii) Firstpro Georgia LLC, a Georgia limited liability company ("FPL" and together with FPI, the "Sellers" and each a "Seller"), April F. Nagel, an individual residing at [REDACTED] ("Mrs. Nagel"), and Philip Nagel, an individual residing at [REDACTED] ("Mr. Nagel" and together with Mrs. Nagel, the "Principals"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 8.

Terra Tech Corp. – Asset Purchase Agreement (September 14th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is made as of September 13, 2017, by and among TECH CENTER DRIVE MANAGEMENT, LLC, a California limited liability company (the "Seller"), and each of the members and Affiliates of the Seller listed on the signature page hereto (individually, a "Member" and collectively, the "Members"), on the one hand, and MEDIFARM SO CAL, INC., a California corporation (the "Buyer"), on the other hand.

Asset Purchase Agreement (September 14th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of September 8, 2017, by and among HC2 LPTV Holdings, Inc., a Delaware corporation ("Buyer"), HC2 Holdings, Inc., a Delaware corporation ("HC2"), MAKO COMMUNICATIONS, LLC, a Texas limited liability company ("Mako"), MINTZ BROADCASTING, a Texas general partnership ("Mintz"), NAVE BROADCASTING, LLC, a Texas limited liability company ("Nave"), TUCK PROPERTIES, INC., a Delaware corporation ("Tuck", together with Mako, Mintz and Nave, each a "Corporate Seller", and collectively, the "Corporate Sellers"), Lawrence Howard Mintz, an individual and resident of Texas ("LH Mintz") and Sean Mintz, an individual and resident of Texas ("Sean Mintz" together with LH Mintz, each an "Individual Seller", and collectively, the "Individual Sellers"; the Individual Sellers together with the Corporate Sellers, each a "Seller", and collectively, the "Sellers").

Addendum to Asset Purchase Agreement (September 7th, 2017)

In connection with Seller's covenants, representations and warranties to Buyer, as provided in Section 4(a) of the Agreement and as specifically referenced in Section 4(a)(J) thereof in respect of "Financial Statements," Seller hereby covenants to provide to Buyer those financial statements of the Seller (on a carve-out basis or other-wise), including an unqualified opinion of Seller's independent auditor, that (in connection with the transactions contemplated by the Agreement, i.e., the assignment of substantially all the assets and the assumption of certain specified liabilities of the Business, as referenced therein) are required to be filed pursuant to Item 9.01(a) and (b) of the Buyer's Current Report on Form 8-K (Buyer's "Current Report") in connection with the closing of such transactions. Seller further covenants to provide such financial statements and unqualified opinion to Buyer in a form that Buyer can file in an amendment to its Current Report not later than sixty (60) day

Asset Purchase Agreement (September 7th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of 1st day of September, 2017, is entered into between RWJ ADVANCED MARKETING, LLC, a Georgia limited liability company ("Seller"), whose principal address is 4290 Bells Ferry Road, Suite 106, Box 22, Kennesaw, Georgia 30144, and GOPHER PROTOCOL INC., a Nevada corporation ("Buyer"), whose principal address is 2500 Broadway Blvd., Suite 125F, Santa Monica, CA 90404.

Atvrockn – Asset Purchase Agreement (September 6th, 2017)

This Asset Purchase Agreement (the "Agreement") is entered into as of August 30, 2017, between Clinton L. Stokes, an individual, located at 5293 Via Quinto, Newbury Park, CA 91320 (hereinafter referred to as "SELLER"), and, Ameritek Ventures, a Nevada Corporation, located at 1980 Festival Plaza Drive, #530, Las Vegas, NV 89135 (hereinafter referred to as "BUYER").

Mcewen Mining Inc – Asset Purchase Agreement -Between- McEwen Mining Inc. -And- Primero Mining Corp. (September 1st, 2017)

AND WHEREAS Primero desires to sell and assign or transfer, and McEwen desires to purchase and assume, the Purchased Assets and the Assumed Liabilities (as defined herein) upon and subject to the terms and conditions set out in this Agreement;

Allscripts Healthcare Solutions – ASSET PURCHASE AGREEMENT Dated as of August 3, 2017 Between Allscripts Healthcare Solutions, Inc. And NantHealth, Inc. (August 31st, 2017)

ASSET PURCHASE AGREEMENT, dated as of August 3, 2017 (Agreement), between Allscripts Healthcare Solutions, Inc., a Delaware corporation (Buyer), and NantHealth, Inc., a Delaware corporation (Seller).

Nant Health, LLC – ASSET PURCHASE AGREEMENT Dated as of August 3, 2017 Between Allscripts Healthcare Solutions, Inc. And NantHealth, Inc. (August 31st, 2017)

ASSET PURCHASE AGREEMENT, dated as of August 3, 2017 ("Agreement"), between Allscripts Healthcare Solutions, Inc., a Delaware corporation ("Buyer"), and NantHealth, Inc., a Delaware corporation ("Seller").

Asset Purchase Agreement (August 25th, 2017)

This asset purchase agreement (this "Agreement"), is dated as of August 25, 2017, by and among Fells Point, LLC, a Delaware limited liability company ("Buyer"), Fells Point Wholesale Meats, Inc., a Maryland close corporation without a board of directors ("Seller"), and Seller's stockholders (the "Stockholders" and together with Seller, the "Seller Parties", and the Seller Parties, together with Buyer, the "Parties"). Capitalized terms used herein and not otherwise defined in this Agreement have the meanings given to such terms in Annex A hereto.

ASSET PURCHASE AGREEMENT Dated as of August 18, 2017 by and Between GENERAL CANNABIS CORP and MILE HIGH PROTECTION SERVICES LLC (August 24th, 2017)

This Asset Purchase Agreement (this Agreement) is dated as of August 18, 2017, with an effective date of August 21, 2017 (the Effective Date), by and among General Cannabis Corp, a Colorado corporation (Buyer), and Mile High Protection Services LLC, a Colorado limited liability company (Seller). Capitalized terms used herein without definition are defined in Article 9.

Ingevity Corp – Asset Purchase Agreement (August 22nd, 2017)

ASSET PURCHASE AGREEMENT, dated as of August 22, 2017 (this "Agreement"), between Georgia-Pacific Chemicals LLC, a Delaware limited liability company (the "Seller"), Georgia-Pacific LLC, a Delaware limited liability company ("Seller Parent"), Ingevity Arkansas, LLC, a Delaware limited liability company (the "Buyer") and solely for the purposes set forth in Section 10.18, Ingevity Corporation, a Delaware corporation ("Buyer Parent").

Appliance Recycling Centers of America, Inc. – Asset Purchase Agreement (August 21st, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of August 15, 2017, is entered into among ARCA Advanced Processing, LLC, a Minnesota limited liability company ("Seller"), 4301 Operations, LLC, a Delaware limited liability company ("4301"), Brian Conners ("Conners"), James Ford ("Ford") and Recleim PA, LLC, a Delaware limited liability company ("Buyer"). Seller, Conners, Ford and 4301 are collectively referred to herein as the "Seller Parties" and each as a "Seller Party."

ASSET PURCHASE AGREEMENT Among BOYD COFFEE COMPANY, FARMER BROS. CO., BOYD ASSETS CO., and THE PARTIES LISTED ON EXHIBIT A (August 21st, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of August 18, 2017, is by and among Boyd Coffee Company, an Oregon corporation ("Seller"), each of the parties set forth on Exhibit A (collectively with Seller, the "Seller Parties," and each a "Seller Party"), Farmer Bros. Co., a Delaware Corporation ("Parent"), and Boyd Assets Co., a Delaware corporation and wholly owned subsidiary of Parent ("Buyer").

Asset Purchase Agreement (August 17th, 2017)

This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 16th day of August, 2017, by and between ROKA BIOSCIENCE, INC. a corporation organized under the laws of Delaware, with its principal place of business at 20 Independence Boulevard, Suite 400, Warren, New Jersey 07059 ("Seller"), ROKABIO, INC., a corporation organized under the laws of Delaware, with its principal place of business at 15300 Bothell Way NE, Lake Forest Park, WA 98155 ("Buyer") and INSTITUTE FOR ENVIRONMENTAL HEALTH, INC., a corporation organized under the laws of Washington, with its principal place of business at 15300 Bothell Way NE, Lake Forest Park, WA 98155 ("Parent"), solely with respect to Section 3.3.

Real Property Asset Purchase Agreement (August 14th, 2017)

THIS REAL PROPERTY ASSET PURCHASE AGREEMENT (Agreement) made and entered into as of May 18, 2017 (the Effective Date), by and among IASIS HEALTHCARE CORPORATION, a Delaware corporation (IASIS), the entities listed on Schedule 1 hereto under the heading Sellers (individually and collectively as the context may require, the Sellers) (together with IASIS, individually and collectively as the context may require, the IASIS Parties), and the entities listed on Schedule 1 hereto under the heading Buyers (individually and collectively as the context may require, the Buyers or the MPT Parties). IASIS, the Sellers, and the MPT Parties are herein sometimes collectively referred to as the Parties. An index of defined terms used in this Agreement is attached as Annex A hereto.

Synergy CHC Corp. – Asset Purchase Agreement (August 14th, 2017)

THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation ("Buyer"); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company "Seller"); and (C) CDG Holdings, LLC, a Delaware limited liability company (the "Member").

Cerecor Inc. – ASSET PURCHASE AGREEMENT Dated as of August 14, 2017 Between JANSSEN PHARMACEUTICALS, INC. And CERECOR INC. (August 14th, 2017)

This Asset Purchase Agreement (this Agreement) dated as of August 14, 2017 is entered into between Janssen Pharmaceuticals, Inc., a Pennsylvania corporation (Buyer), and Cerecor Inc., a Delaware corporation (Seller). Buyer and Seller are sometimes individually referred to herein as a Party and are sometimes collectively referred to herein as the Parties. Certain capitalized terms used herein have the meanings ascribed to them in Section 1.1.