Asset Purchase Agreement Sample Contracts

American Brewing Company, Inc. – Asset Purchase Agreement (March 29th, 2017)

This Asset Purchase Agreement (this "Agreement") is entered into as of March 23, 2017 (the "Effective Date"), by and between Marley Beverage Company, LLC, a Michigan limited liability company ("MBC" or "Seller"), and New Age Beverages Corporation, a Washington corporation ("NBEV" or "Buyer"), (Buyer together with Seller constitute the "Parties" and each individually a "Party").

Mammoth Energy Services, Inc. – Asset Purchase Agreement by and Between (March 29th, 2017)
Cytori Therapeutics Inc – ASSET PURCHASE AGREEMENT by and Between Cytori Therapeutics, Inc. And Azaya Therapeutics, Inc. January 16, 2017 (March 24th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") dated as of January 16, 2017 (the "Effective Date"), is entered into by and between Cytori Therapeutics, Inc., a Delaware corporation ("Buyer"), and Azaya Therapeutics, Inc., a Delaware corporation ("Seller"). The parties hereto are sometimes referred to herein collectively as "Parties" and each individually as a "Party."

Dynatronics Corporation – Asset Purchase Agreement (March 22nd, 2017)

This Asset Purchase Agreement (this "Agreement") is entered into as of March 21, 2017, by and between Dynatronics Corporation, a Utah corporation ("Buyer"), and Hausmann Industries, Inc., a New Jersey corporation ("Seller"). Seller and Buyer are sometimes referred to in this Agreement individually as a "Party" and are collectively referred to in this Agreement as the "Parties."

ASSET PURCHASE AGREEMENT by and Between INFOR (US), INC. And CIBER, INC. Dated as of March 20, 2017 (March 21st, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement), dated as of March 20, 2017 (the Effective Date), is entered into by and between Ciber, Inc., a Delaware corporation (Seller), and Infor (US), Inc., a Delaware corporation (Buyer). Seller and Buyer sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

StemCells, Inc. – Asset Purchase Agreement Dated as of November 11, 2016 by and Among Stemcells, Inc., Stem Cell Sciences Holdings Limited, Stemcells California, Inc., and Boco Silicon Valley, Inc. (March 21st, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of November 11, 2016 (the "Execution Date"), is among STEMCELLS, INC., a Delaware corporation ("STEMCELLS Parent"), STEM CELL SCIENCES HOLDINGS LIMITED, a private limited company registered in Scotland that is a wholly-owned subsidiary of STEMCELLS Parent ("STEMCELLS Holdings"), STEMCELLS CALIFORNIA, INC., a California corporation that is a wholly-owned subsidiary of Holdings ("STEMCELLS Subsidiary"), and BOCO Silicon Valley, Inc., a California corporation ("BOCO US"). STEMCELLS Parent, STEMCELLS Holdings and STEMCELLS Subsidiary are referred to herein collectively as the "Sellers" and each is individually referred to as a "Seller." The Sellers, on the one hand, and BOCO US, on the other hand, are referred to herein collectively as the "Parties" or "parties" hereto; and each is individually referred to as a "Party" or "party" hereto.

Cerulean Pharma Inc. – Asset Purchase Agreement (March 20th, 2017)

Asset Purchase Agreement (Agreement), dated March 19, 2017 (the Effective Date) between BlueLink Pharmaceuticals, Inc., a Delaware corporation (COMPANY) and Cerulean Pharma Inc., a Delaware corporation (Cerulean). COMPANY and Cerulean are each separately referred to as a Party and are collectively referred to as the Parties.

Asset Purchase Agreement (March 20th, 2017)

Asset Purchase Agreement ("Agreement"), dated March 19, 2017 (the "Effective Date") between BlueLink Pharmaceuticals, Inc., a Delaware corporation ("COMPANY") and Cerulean Pharma Inc., a Delaware corporation ("Cerulean"). COMPANY and Cerulean are each separately referred to as a "Party" and are collectively referred to as the "Parties".

Asset Purchase Agreement (March 20th, 2017)

AGREEMENT (this "Agreement") dated as of February 7, 2017 by and between Gain Capital Group, LLC, a Delaware limited liability company ("Buyer") and Forex Capital Markets L.L.C., a Delaware limited liability company ("Seller"). Buyer and Seller are sometimes collectively referred to herein as the "Parties".

Cerulean Pharma Inc. – Asset Purchase Agreement (March 20th, 2017)

Asset Purchase Agreement (Agreement), dated March 17, 2017 (the Execution Date), between Novartis Institutes for BioMedical Research, Inc. (Novartis) and Cerulean Pharma Inc. (Cerulean). Novartis and Cerulean are each separately referred to as a Party and are collectively referred to as the Parties.

ASSET PURCHASE AGREEMENT by and Between (March 16th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 15, 2017, by and between PTC Therapeutics, Inc., a Delaware corporation ("Buyer"), and Marathon Pharmaceuticals, LLC, a Delaware limited liability company ("Seller"). Buyer and Seller may be referred to herein, together, as the "Parties" and, individually, as a "Party."

Sprague Resources LP – {W5670291.3} 2 1.3 Defined Terms Used in This Agreement. In Addition to the Terms Defined Above and Throughout This Agreement, the Following Terms Used in This Agreement Shall Be Construed to Have the Meanings Set Forth or Referenced Below. (A) "Affiliate" Means, With Respect to a Specified Person, Any Other Person, Whether Now in Existence or Hereafter Created, Directly or Indirectly Controlling, Controlled by or Under Direct or Indirect Common Control With Such Specified Person. For Purposes of This Definition, "Control" (Including, With Correlative Meanings, "Controlling," "Controlled By" a (March 16th, 2017)
Veritone, Inc. – Asset Purchase Agreement (March 15th, 2017)

This Asset Purchase Agreement (Agreement) is made, and executed and entered into as of April 22, 2015 (the Execution Date), by and among Brand Affinity Technologies, Inc., debtor and debtor in possession (Seller), and Veritone, Inc., a Delaware corporation (Buyer) (each a Party and, collectively, the Parties). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Appendix attached hereto (which appendix is incorporated herein by this reference).

Asset Purchase Agreement by and Among Iconix Brand Group, Inc., 360 Holdings Ii-A Llc, Icon Ny Holdings Llc, Iconix Latin America Llc and Sharper Image Holdings Llc Dated December 23, 2016 (March 15th, 2017)

This ASSET PURCHASE AGREEMENT (this "Agreement") is dated December 23, 2016 by and among Icon NY Holdings LLC, a limited liability company organized under the Laws of the State of Delaware ("Icon NY"), Iconix Latin America LLC, a limited liability company organized under the Laws of the State of Delaware ("Iconix Latin America"), Sharper Image Holdings LLC, a limited liability company organized under the Laws of the State of Delaware ("Sharper Image Holdings", together with Icon NY and Iconix Latin America, "Sellers," and each, a "Seller"), 360 Holdings II-A LLC, a limited liability company organized under the Laws of the State of Delaware ("Purchaser") and, solely for purposes of Section 4.1(b), Section 4.2(c), Section 4.2(d), Section 4.5(d), Section 4.9, Section 4.10, Section 6.2(b), Section 6.4, Section 6.10, Section 6.11, Section 7.1, Section 7.3, Article VIII, and Article X, Iconix Brand Group, Inc., a Delaware corporation ("Parent").

Synalloy Corporation – Asset Purchase Agreement by and Between (March 14th, 2017)

ASSET PURCHASE AGREEMENT ("Agreement"), dated as of December 9, 2016, by and between Bristol Metals, LLC, a Tennessee limited liability company (the "Buyer"), and Marcegaglia USA, Inc., a Pennsylvania corporation (the "Seller"). Seller and Buyer may each be referred to herein individually as a "Party" and together as the "Parties".

Nobilis Health Corp. – ASSET PURCHASE AGREEMENT AMONG NORTHSTAR HEALTHCARE ACQUISITIONS, L.L.C., as Buyer, and NOBILIS HEALTH CORP. And (March 14th, 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."

National Holdings – Asset Purchase Agreement by and Among National Holdings Corporation and the Williams Financial Group, Inc. WFG Investments, Inc. WFG Advisors, LP WFG Strategic Alliance, Inc. Advisory Marketing Services, LLC WFG Management Services, Inc. Dated as of March 10, 2017 (March 13th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 10, 2017 by and among National Holdings Corporation, a Delaware corporation ("Purchaser"), The Williams Financial Group, Inc., a Texas corporation ("WFG"), WFG Investments, Inc., a Texas corporation, WFG Advisors, LP, a limited partnership organized under the laws of Texas, WFG Strategic Alliance, Inc., a Texas corporation, Advisory Marketing Services, LLC, a Texas limited liability company, and WFG Management Services, Inc., a Texas corporation (each a "Seller" and, collectively with WFG, the "Sellers"). Purchaser and Sellers shall be referred to as a "Party" and together the "Parties".

Assignment and Assumption of Asset Purchase Agreement (March 10th, 2017)

This Assignment and Assumption of Asset Purchase Agreement ("Assignment and Assumption"), dated as of July 27, 2016, is entered into by and between Pennsylvania Media Associates, Inc., a Pennsylvania corporation ("Assignor") and Caron Broadcasting, Inc., an Ohio corporation ("Assignee") and is made pursuant to Section 19 of the Purchase Agreement (hereinafter defined).

Assignment and Assumption of Asset Purchase Agreement (March 10th, 2017)

This Assignment and Assumption of Asset Purchase Agreement ("Assignment and Assumption"), dated as of July 29, 2016, is entered into by and between Caron Broadcasting, Inc., an Ohio corporation ("Assignor") and South Texas Broadcasting, Inc., a Texas corporation ("Assignee") and is made pursuant to Section 19 of the Purchase Agreement (hereinafter defined).

Asset Purchase Agreement (March 10th, 2017)

This Asset Purchase Agreement (this "Agreement") is made as of this 18th day of May, 2016, by and among Delmarva Educational Association, a Florida not-for-profit corporation ("Seller"), and Pennsylvania Media Associates, Inc., a Pennsylvania corporation ("Buyer").

Asset Purchase Agreement (March 10th, 2017)

This Asset Purchase Agreement (this "Agreement") is made and entered into as of March 8, 2017, by and among Lifeloc Technologies, Inc., a Colorado corporation (hereinafter referred to as "Buyer"), and Integrated Monitoring Systems, LLC, a Colorado limited liability company ("IMS"), Track Group Inc., a Delaware corporation ("Track" and collectively with IMS hereinafter collectively referred to as "Seller"). Buyer, Track and IMS are referred to collectively herein as the "Parties" and each as a "Party".

Asset Purchase Agreement (March 10th, 2017)

This Asset Purchase Agreement (this "Agreement") is made as of this 25th day of May, 2016, by and among Delmarva Educational Association, a Florida not-for-profit corporation ("Seller"), and Pennsylvania Media Associates, Inc., a Pennsylvania corporation ("Buyer").

ASSET PURCHASE AGREEMENT by and Between FERRING INTERNATIONAL CENTER S.A. And APRICUS BIOSCIENCES, INC., NEXMED (U.S.A.), INC., NEXMED HOLDINGS, INC., AND NEXMED INTERNATIONAL LIMITED (March 8th, 2017)

This Asset Purchase Agreement (this "Agreement") is made and executed as of March 8, 2017 (the "Execution Date"), by and between Apricus Biosciences, Inc., a Nevada corporation ("Seller"), NexMed (U.S.A.), Inc., a Delaware corporation ("NexMed U.S.A."), NexMed Holdings, Inc., a Delaware corporation ("NexMed Holdings"), NexMed International Limited, a British Virgin Islands corporation ("NexMed International," and together with Seller, NexMed U.S.A. and NexMed Holdings, the "Seller Parties"), on the one hand, and Ferring International Center S.A., a Swiss corporation ("Purchaser"), on the other hand. The Seller Parties and Purchaser are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Bioheart Inc. – Asset Purchase Agreement (March 8th, 2017)

This Asset Purchase Agreement (this "Agreement"), dated as of March 3, 2017, is entered into between U.S. Stem Cell, Inc., a Florida corporation ("Seller") and GACP Stem Cell Bank LLC, a Florida limited liability company ("Buyer"). Capitalized terms are defined herein or in the definitions attached hereto as Schedule A.

ASSET PURCHASE AGREEMENT BETWEEN AVAYA INC. And EXTREME NETWORKS, INC. Dated as of March 7, 2017 (March 7th, 2017)

This ASSET PURCHASE AGREEMENT is dated as of March 7, 2017 (this Agreement), and is by and between AVAYA INC., a Delaware corporation (Avaya), and Extreme Networks, Inc., a Delaware corporation (Purchaser).

Clean Energy Fuels – ASSET PURCHASE AGREEMENT Among CLEAN ENERGY RENEWABLE FUELS, LLC, BP PRODUCTS NORTH AMERICA INC. And, Solely With Respect to ARTICLE VIII Hereof, CLEAN ENERGY FUELS CORP. And BP CORPORATION NORTH AMERICA INC. Dated as of February 27, 2017 (March 1st, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of February 27, 2017 (the Agreement Date), by and among Clean Energy Renewable Fuels, LLC, a Delaware limited liability company (Seller), and BP Products North America Inc., a Maryland corporation (Purchaser), and, solely with respect to ARTICLE VIII hereto, Clean Energy Fuels Corp., a Delaware corporation (Seller Parent), and BP Corporation North America Inc., an Indiana corporation (Purchaser Guarantor). Seller, Purchaser, Seller Parent and Purchaser Guarantor are referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not defined in this Agreement are defined in Annex I.

Asset Purchase Agreement by and Among Hwn, Inc., Adex Corporation, and Intercloud Systems, Inc. (March 1st, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of February 28, 2017, and is made effective as of February 1, 2017, and is made and entered into by and among HWN, INC., a Delaware corporation (the "Purchaser"), ADEX CORP., a New York corporation ("ADEX"), INTERCLOUD SYSTEMS, INC., a Delaware corporation ("InterCloud," and together with ADEX, the "Seller").

ASSET PURCHASE AGREEMENT by and Between AEP Generation Resources Inc. As Seller and Dynegy Zimmer, LLC as Buyer Dated as of February 23, 2017 (February 28th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 23, 2017, is entered into by and between AEP Generation Resources Inc., a Delaware corporation (Seller), and Dynegy Zimmer, LLC, a Delaware limited liability company (Buyer). Seller and Buyer are herein referred to individually as a Party and collectively as the Parties.

Mcig Inc – STONY HILL CORP ASSET PURCHASE AGREEMENT Between STONY HILL CORP and MCIG, INC. February 23, 2017 (February 28th, 2017)

THIS ASSET PURCHASE AGREEMENT, made and entered into this 23rd day of February, 2017, by and among STONY HILL CORP, a Nevada corporation ("Purchaser"), MCIG, INC., a Nevada corporation ("Seller").

Mcig Inc – WHEREAS, Assignor Has Adopted and Used in the United States and in Other Countries and Nations Throughout the World the Intellectual Property Assets (As Defined in the Asset Purchase Agreement, Dated as of February 23, 2017 (The "Purchase Agreement") Between Assignor and Assignee) Reflected in Schedule 4.20(b) of the Disclosure Memorandum to the Purchase Agreement (The "IP Assets") in Connection With Its Business, and Is the Owner of the IP Assets, and Owns Federal Registrations or Applications for the IP Assets; WHEREAS, Assignee Is Desirous of Confirming, as a Matter of Record, Its Acquisiti (February 28th, 2017)
Asset Purchase Agreement (February 28th, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of February 23, 2017 between Emmis Publishing, L.P., an Indiana limited partnership ("Emmis"), Orange Coast Kommunications, Inc., a Delaware corporation ("OCK") and Los Angeles Magazine Holding Company, Inc., an Indiana corporation ("LACo"), jointly and severally (Emmis, OCK and LACo are sometimes hereafter collectively the "Seller") and the buyer set forth on the signature page hereto ("Buyer").

ASSET PURCHASE AGREEMENT by and Between Dynegy Conesville, LLC as Seller and AEP Generation Resources Inc. As Buyer Dated as of February 23, 2017 (February 28th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 23, 2017, is entered into by and between Dynegy Conesville, LLC, a Delaware limited liability company (Seller), and AEP Generation Resources Inc., a Delaware corporation (Buyer). Seller and Buyer are herein referred to individually as a Party and collectively as the Parties.

First Fixtures, Inc. – STONY HILL CORP ASSET PURCHASE AGREEMENT Between STONY HILL CORP and MCIG, INC. February 23, 2017 (February 27th, 2017)

THIS ASSET PURCHASE AGREEMENT, made and entered into this 23rd day of February, 2017, by and among STONY HILL CORP, a Nevada corporation ("Purchaser"), MCIG, INC., a Nevada corporation ("Seller").

CNL Healthcare Properties II, Inc. – Asset Purchase Agreement Between Summer Vista Assisted Living, Llc and Hardcourt Development No. 2, Llc, as Sellers, and Chp Ii Partners, Lp, as Purchaser Dated as of February 16, 2017 (February 22nd, 2017)

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made as of February 16, 2017 (the Effective Date), by and between SUMMER VISTA ASSISTED LIVING, LLC, a Florida limited liability company (Summer Vista), and HARDCOURT DEVELOPMENT NO. 2, LLC, a Florida limited liability company (Hardcourt, collectively Summer Vista and Hardcourt may hereinafter be referred to collectively as Sellers and individually as a Seller), and CHP II PARTNERS, LP, a Delaware limited partnership (Purchaser) (Sellers and Purchaser are at times hereinafter referred to individually as a Party and collectively as the Parties).

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.