Asset Purchase Agreement Sample Contracts

Durect CorpASSET PURCHASE AGREEMENT by and between (March 5th, 2021)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 4, 2020, is made and entered into by and between Durect Corporation, a Delaware corporation (the “Seller”), and Evonik Corporation, an Alabama corporation (the “Purchaser”). The Purchaser and the Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

VidAngel, Inc.ASSET PURCHASE AGREEMENT (March 5th, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of March 1, 2021, is entered into between VIDANGEL, INC., a Delaware corporation, SKIP TV HOLDINGS, LLC, a Utah limited liability company (collectively, “Seller”), and VIDANGEL ENTERTAINMENT, LLC, a Utah limited liability company (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified by the cross-references set forth in Exhibit A attached hereto.

Iridex CorpASSET PURCHASE AGREEMENT (March 4th, 2021)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2021 (the “Agreement Date”) by and between IRIDEX Corporation, a Delaware corporation (“Acquiror”), and Topcon Medical Laser Systems, Inc., a California corporation (the “Company”, and collectively with Acquiror, the “Parties”), and, solely for the purpose of Section 11.15, Topcon America Corporation, a Delaware corporation (“Guarantor”).

Green Hygienics Holdings Inc.ASSET PURCHASE AGREEMENT (March 4th, 2021)

THIS ASSET PURCHASE AGREEMENT ("Agreement"), dated March 2, 2021 (the "Execution Date"), is between Primordia, LLC, a Nevada limited liability company (“Seller”) and Green Hygienics Holdings Inc., a Nevada Corporation ("Purchaser"). The Parties agree as follows:

Fusion Pharmaceuticals Inc.ASSET PURCHASE AGREEMENT dated as of March 1, 2021 by and between IPSEN PHARMA SAS and FUSION PHARMACEUTICALS INC. (March 2nd, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of March 1, 2021, is entered into by and between Fusion Pharmaceuticals Inc., a Canadian federal corporation (“Buyer”), and Ipsen Pharma SAS, a French société par actions simplifiée (“Seller”). Seller and Buyer are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party”.

Iridex CorpASSET PURCHASE AGREEMENT (March 2nd, 2021)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2021 (the “Agreement Date”) by and between IRIDEX Corporation, a Delaware corporation (“Acquiror”), and Topcon Medical Laser Systems, Inc., a California corporation (the “Company”, and collectively with Acquiror, the “Parties”), and, solely for the purpose of Section 11.15, Topcon America Corporation, a Delaware corporation (“Guarantor”).

Hormel Foods Corp /De/ASSET PURCHASE AGREEMENT between THE KRAFT HEINZ COMPANY, as the Seller Parent and HORMEL FOODS CORPORATION, as the Buyer Dated as of February 10, 2021 (March 2nd, 2021)

This ASSET PURCHASE AGREEMENT, dated as of February 10, 2021 (this “Agreement”), by and between The Kraft Heinz Company, a Delaware corporation (the “Seller Parent”), and Hormel Foods Corporation, a Delaware corporation (the “Buyer”).

Adamas Pharmaceuticals IncASSET PURCHASE AGREEMENT between: Osmotica Pharmaceutical US LLC, a Delaware limited liability company, Osmotica, Kereskedelmi és Szolgáltató Korlátolt Felelõsségû Társaság, a corporation organized under the laws of Hungary, Osmotica Holdings US LLC, a ... (February 23rd, 2021)

This Asset Purchase Agreement is being entered into as of December 1, 2020 (the “Effective Date”), by and between Osmotica Pharmaceutical US LLC, a Delaware Limited Liability Company and Osmotica Kereskedelmi és Szolgáltató Korlátolt Felelõsségû Társaság, a corporation organized under the laws of Hungary (collectively, the “Seller”), Osmotica Holdings US LLC, a Delaware Limited Liability Company (the “Seller Guarantor”) and Adamas Pharmaceuticals, Inc., a Delaware corporation (“Purchaser”). Seller and Purchaser are referred to collectively in this Agreement as the “Parties.” Certain other capitalized terms used in this Agreement are defined in Exhibit A.

Givemepower CorpZoho Sign Document ID: JPGSTQXH0EE8X23ZCNR4YYBDB-GPAUSFIVE2SUQK2IU First Choice Business Brokers Los Angeles 130 Los Angeles, CA 90024 ASSET PURCHASE AGREEMENT (131) Office: www.thebusinessbrokerslosangeles. (424) 832-3410 com/ Including Warranties and ... (February 23rd, 2021)

agrees to provide written evidence from a bona fide financial institution of sufficient cash available to complete this purchase under the presented terms. If Buyer does not submit the written evidence within the time period set forth above, Seller reserves the right to terminate this Agreement.

Y-mAbs Therapeutics, Inc.ASSET PURCHASE AGREEMENT BY AND BETWEEN UNITED THERAPEUTICS CORPORATION AND Y-MABS THERAPEUTICS, INC. December 24, 2020 (February 19th, 2021)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 24, 2020 (“Effective Date”), by and between United Therapeutics Corporation, a Delaware corporation (“Buyer”), and Y-mAbs Therapeutics, Inc., a Delaware corporation (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

Redfin CorpASSET PURCHASE AGREEMENT BY AND AMONG RENTPATH HOLDINGS, INC., REDFIN CORPORATION AND THE OTHER SELLERS NAMED HEREIN Dated as of February 19, 2021 (February 19th, 2021)

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 19, 2021, by and among RentPath Holdings, Inc., a Delaware corporation (the “Company”), and the direct or indirect wholly-owned Subsidiaries of the Company set forth on Schedule A (together with the Company, each a “Seller” and collectively the “Sellers”), and Redfin Corporation, a Delaware corporation (the “Buyer”). Each of the Buyer and each Seller is referred to herein as a “Party” and, collectively, as the “Parties”.

Seelos Therapeutics, Inc.AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT (February 18th, 2021)

This Amendment No. 4 (this "Amendment") to the Asset Purchase Agreement, dated as of March 6, 2018, by and between Phoenixus AG f/k/a Vyera Pharmaceuticals AG and Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland ("Seller"), and Seelos Corporation f/k/a Seelos Therapeutics, Inc., a Delaware corporation ("Buyer"), as amended by that certain Amendment to Asset Purchase Agreement, dated as of May 18, 2018, by and between Buyer and Seller, that certain Amendment No. 2 to Asset Purchase Agreement, dated as of December 31, 2018, by and between Buyer and Seller, and that certain Amendment No. 3 to Asset Purchase Agreement, dated as of October 15, 2019, by and between Buyer and Seller (as amended, the "Purchase Agreement"), is made as of February 15, 2021, by and between Buyer and Seller. Capitalized terms used but not otherwise defined herein shall have the meanings attributed to such terms in the Purchase Agreement.

ASSET PURCHASE AGREEMENT (February 16th, 2021)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of [DATE] (the “Effective Date”), is made and entered into by and among The York City Sewer Authority, York County, a body corporate and politic, duly organized under the Pennsylvania Municipality Authorities Act, 53 Pa. C.S. §§ 5601 et seq. (the “Seller”), the City of York, Pennsylvania, a political subdivision of the Commonwealth of Pennsylvania organized under the Third Class City Code, Act of November 24, 2015, P.L. 67, 11 Pa. C.S. §10101 et seq. (the “City”) and Pennsylvania-American Water Company, (the “Buyer”), a Pennsylvania corporation.

Genasys Inc.ASSET PURCHASE AGREEMENT among Genasys Inc., GEnasys COMMUNICATIONS canada ULC, amika mobile corporation and THE OWNERS named herein (February 10th, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of August 9, 2020, is entered into by and among Genasys Inc., a corporation organized under the laws of Delaware (“Genasys”), Genasys Communications Canada ULC, an unlimited liability corporation company organized under the laws of British Columbia (“Buyer”), and Amika Mobile Corporation, a corporation organized under the laws of Canada (“Seller”), 12232618 Canada Ltd. (“12232618”), and each of the other signatories set forth on the signature pages hereto under the heading Owners (each, an “Owner” and, collectively, the “Owners”), on the other hand.

Model N, Inc.Asset Purchase Agreement by and between Deloitte & Touche LLP and Model N, Inc. December 17, 2020 (February 9th, 2021)
OP BancorpASSET PURCHASE AGREEMENT (February 5th, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of January 28, 2021, (the “Effective Date”), is executed by and between Hana Small Business Lending, Inc., a Delaware corporation (the “Seller”), and Open Bank, a California corporation (the “Purchaser”). Certain initially capitalized terms used but not defined in this Agreement have the meanings ascribed to them in Section 9.1.

Limitless Projects Inc.Asset Purchase Agreement (February 5th, 2021)

warpspeed taxi inc., a company incorporated pursuant to the laws of Wyoming with an office located at 9436 W. Lake Mead Blvd, Las Vegas, NV 89134;

Eco Science Solutions, Inc.ASSET PURCHASE AGREEMENT AMONG ECO SCIENCE SOLUTIONS, INC. AND HAIKU HOLDINGS, LLC DATED: JANUARY 28, 2021 (February 4th, 2021)
Mohawk Group Holdings, Inc.ASSET PURCHASE AGREEMENT among MOHAWK GROUP HOLDINGS, INC. and TRUWEO, LLC as Purchaser and HEALING SOLUTIONS, LLC as Seller and JASON R. HOPE as Founder and SUPER TRANSCONTINENTAL HOLDINGS LLC as Sole Voting Member Dated as of February 2, 2021 (February 3rd, 2021)

This ASSET PURCHASE AGREEMENT (as may be amended, restated, supplemented or otherwise modified in accordance with Section 8.6, this “Agreement”), dated as of February 2, 2021, is among (i) Mohawk Group Holdings, Inc., a Delaware corporation (“Parent”), and Truweo, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Acquisition Sub” and together with Parent, “Purchaser”), and (ii) Healing Solutions, LLC, a Delaware limited liability company (“Seller”), (iii) Jason R. Hope (“Founder”), and (iv) solely for the purposes of Section 5.11 and Article VII, Super Transcontinental Holdings LLC, a Delaware limited liability company (“Sole Voting Member”).

OP BancorpASSET PURCHASE AGREEMENT (February 3rd, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of January 28, 2021, (the “Effective Date”), is executed by and between Hana Small Business Lending, Inc., a Delaware corporation (the “Seller”), and Open Bank, a California corporation (the “Purchaser”). Certain initially capitalized terms used but not defined in this Agreement have the meanings ascribed to them in Section 9.1.

iPower Inc.ASSET PURCHASE AGREEMENT (February 1st, 2021)

BETWEEN: BizRight, LLC (the "Company"), a company organized and existing under the laws of the State of California, with its head office located at:

HireQuest, Inc.ASSET PURCHASE AGREEMENT DATED JANUARY 29, 2021 BY AND AMONG SNELLING STAFFING, LLC, SNELLING SERVICES, LLC, SNELLING EMPLOYMENT, LLC, SNELLING MEDICAL STAFFING, LLC AND SNELLING INVESTMENTS, INC. (EACH A “SELLER”, AND COLLECTIVELY, THE “SELLERS”), ... (February 1st, 2021)

This Asset Purchase Agreement (this “Agreement”) is entered into as of January 29, 2021 by and among Snelling Staffing, LLC, a Delaware limited liability company (“Snelling Staffing”), Snelling Services, LLC, a Delaware limited liability company (“Snelling Services”), Snelling Employment, LLC, a Delaware limited liability company (“Snelling Employment”), Snelling Medical Staffing, LLC, a Delaware limited liability company (“Snelling Medical Staffing”), and Snelling Investments, Inc., a Texas corporation (“Snelling Investments”) (Snelling Staffing, Snelling Services, Snelling Employment, Snelling Medical Staffing and Snelling Investments are also referred to herein individually as a “Seller” and collectively as the “Sellers”), Snelling Holdings, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (the “Sellers’ Representative”), HQ Snelling Corporation, a Delaware corporation (“Buyer”), and solely with respect to Section 11.15, HireQuest, Inc., a De

Christopher & Banks CorpASSET PURCHASE AGREEMENT BY AND AMONG CHRISTOPHER & BANKS CORPORATION, THE OTHER SELLERS PARTY HERETO, AND ALCC, LLC Dated as of JANUARY 28, 2021 (February 1st, 2021)

This Asset Purchase Agreement (this “Agreement”) is entered into as of January 28, 2021 by and among Christopher & Banks Corporation, a Delaware corporation (the “Company”), and the other direct and indirect wholly-owned Subsidiaries or Affiliates of the Company that are signatories hereto (together with the Company, the “Sellers”), and ALCC, LLC, a Delaware limited liability company (“Buyer”; (including any other persons designated by the Buyer as a “Buyer Designee” (each a “Buyer Designee”)). Sellers and Buyer are referred to collectively herein as the “Parties”.

Experience Investment Corp.ASSET PURCHASE AGREEMENT (January 29th, 2021)

This Asset Purchase Agreement (this “Agreement”) is entered into as of May __, 2018, by and between Fly Blade, Inc. (“Buyer”), Sound Aircraft Flight Enterprises, Inc. (“Seller”) and Cindy Herbst (“Founder”). Capitalized terms not otherwise defined herein have the meaning set forth in Article 1.

ASSET PURCHASE AGREEMENT (January 29th, 2021)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is dated as of __________ ___, 2001, and entered into by and between ECOutlook.com, Inc., a Delaware corporation (“Purchaser”), and [Enron Net Works Investments LLCCorp.], a Delaware limited liability companyn Delaware Oregon corporation (“Seller”). [Provide proper Seller entities] [If this is not the proper company from an asset sell standpoint (i.e., ENW does not have title to the assets), then we will need to identify them separately as the “Holder” of the warrants]

Warpspeed Taxi Inc.Asset Purchase Agreement (January 28th, 2021)

warpspeed taxi inc., a company incorporated pursuant to the laws of Wyoming with an office located at 9436 W. Lake Mead Blvd, Las Vegas, NV 89134;

Green Plains Inc.ASSET PURCHASE AGREEMENT (January 27th, 2021)

This This Asset Purchase Agreement (this “Agreement”) is made and entered into as of January 25, 2021, by and among Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company (the “General Partner”), Green Plains Operating Company LLC, a Delaware limited liability company (the “Operating Company”), Green Plains Ethanol Storage LLC, a Delaware limited liability company (“Ethanol Storage LLC”), and Green Plains Logistics LLC, a Delaware limited liability company (“Logistics” and collectively with the Partnership, the General Partner, the Operating Company, and Ethanol Storage LLC, “Sellers”), Green Plains Inc., an Iowa corporation (“Green Plains”), Green Plains Ord LLC (“Green Plains Ord”) and Green Plains Trade Group LLC, a Delaware limited liability company and Subsidiary of Green Plains (“Green Plains Trade Group”). Each of Sellers, Green Plains, Green Plains Ord and Green Plains Trade Group LLC are som

Green Plains Partners LPASSET PURCHASE AGREEMENT (January 27th, 2021)

This This Asset Purchase Agreement (this “Agreement”) is made and entered into as of January 25, 2021, by and among Green Plains Partners LP, a Delaware limited partnership (the “Partnership”), Green Plains Holdings LLC, a Delaware limited liability company (the “General Partner”), Green Plains Operating Company LLC, a Delaware limited liability company (the “Operating Company”), Green Plains Ethanol Storage LLC, a Delaware limited liability company (“Ethanol Storage LLC”), and Green Plains Logistics LLC, a Delaware limited liability company (“Logistics” and collectively with the Partnership, the General Partner, the Operating Company, and Ethanol Storage LLC, “Sellers”), Green Plains Inc., an Iowa corporation (“Green Plains”), Green Plains Ord LLC (“Green Plains Ord”) and Green Plains Trade Group LLC, a Delaware limited liability company and Subsidiary of Green Plains (“Green Plains Trade Group”). Each of Sellers, Green Plains, Green Plains Ord and Green Plains Trade Group LLC are som

Arcimoto IncASSET PURCHASE AGREEMENT (January 25th, 2021)

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into on January 22, 2021, by and among Tilting Motor Works, Inc., a Washington corporation (“Seller”), and Arcimoto, Inc., an Oregon corporation (“Buyer”) and for purposes of Section 11(I), Robert S. Mighell in his individual capacity.

WEB ASSET PURCHASE AGREEMENT (January 16th, 2021)

TBA Buyer Name, a (TBA entity type) having an address at TBA “Buyer”). IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions and Interpretation

Free Flow, Inc.ASSET PURCHASE AGREEMENT (January 14th, 2021)

THIS ASSET PURCHASE AGREEMENT is made as of the 22nd day of November, 2020, by and between Inside Auto Parts, Inc. (EIN # 54-1672337) through its President Mr. Anderson Jackson, Jr., who is the owner of all of the issued and outstanding shares of the Inside Auto Parts, Inc., a company incorporated in the Commonwealth of Virginia having its offices at 314 Pendleton Road, Mineral, Virginia 23117 as Seller and Free Flow, Inc. a Delaware Corporation, (EIN 45-3838831) having its offices at 6269 Caledon Road, King George, VA 22485 (hereinafter called “FFLO”) as Buyer.

Digital Locations, Inc.Asset Purchase Agreement (January 13th, 2021)

SmallCellSite.com, LLC, a Virginia limited liability company (“Seller”), hereby sells and conveys to Digital Locations, Inc., a Nevada corporation (“Buyer”), all of the tangible and intangible assets (the “Assets”) to be transferred to Buyer pursuant to the terms of that certain Asset Purchase Agreement (“Agreement”) made and entered into as of January 7, 2020, by and between SmallCellSite.com, LLC, a Virginia limited liability company, and Digital Locations, Inc., a Nevada corporation, and assigns the Assets to Buyer. All such Assets are listed on Exhibit A to the Agreement, which is made a part hereof.

Trulieve Cannabis Corp.ASSET PURCHASE AGREEMENT by and among LIFE ESSENCE, INC., and PATIENT CENTRIC OF MARTHA’S VINEYARD LTD., dated as of October 1, 2020 (January 12th, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of October 1, 2020 (the “Agreement Date”), is entered into by and among Life Essence, Inc., a Massachusetts corporation (“Buyer”), and Patient Centric of Martha’s Vineyard Ltd., a Massachusetts corporation (“Seller”).

Trulieve Cannabis Corp.ASSET PURCHASE AGREEMENT BY AND AMONG LIFE ESSENCE, INC., TRULIEVE CANNABIS CORP. SAMMARTINO INVESTMENTS, LLC NATURE’S REMEDY OF MASSACHUSETTS, INC., (January 12th, 2021)

This Asset Purchase Agreement (this “Agreement”), dated as of December 1, 2020 (the “Agreement Date”), is entered into by and among Life Essence, Inc., a Massachusetts corporation (“Buyer”), Trulieve Cannabis Corp., a British Columbia corporation (“Buyer Parent”), Sammartino Investments, LLC (d/b/a Nature’s Remedy), a Massachusetts limited liability company (“Seller Parent”), Nature’s Remedy of Massachusetts, Inc., a Massachusetts corporation (“Seller”, and together with Seller Parent, the “Seller Parties”), and, for purposes of Section 5.04 of this Agreement only, John Brady.

Francesca's Holdings CORPASSET PURCHASE AGREEMENT by and among Francesca’s Acquisition, LLC and Tiger Capital Group, LLC as Buyers, and TerraMar Capital, LLC, solely with respect to Section 10.2(c) and FRANCESCA’S HOLDINGS CORPORATION and EACH OF THE SUBSIDIARIES OF FRANCESCA’S ... (January 11th, 2021)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2021 (the “Effective Date”), is entered into by and among Francesca’s Holdings Corporation, a Delaware corporation and debtor-in-possession (“FHC”), each of the Subsidiaries of FHC set forth on the signature pages to this Agreement (collectively with FHC, “Seller”), and Francesca’s Acquisition, LLC, a Delaware limited liability company (“Acquisition Buyer”), and Tiger Capital Group, LLC, a Massachusetts limited liability company (“Asset Buyer” and together with Acquisition Buyer (individually, each a “Buyer” and collectively, the “Buyers”), and TerraMar Capital, LLC, a Delaware limited liability company (“TerraMar”), solely with respect to Section 10.2(c). Acquisition Buyer and Asset Buyer, on the one hand, and FHC and each of its Subsidiaries party hereto, on the other hand, shall each be referred to herein individual as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement are def