Asset Purchase And Contribution Agreement Sample Contracts

Fox Factory Holding Corp – ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among FF US Acquisition Corp., as Buyer FF US Holding Corp., as Buyer Parent Flagship, Inc. D/B/a Tuscany, as Seller and Michael Graber and Jeff Burttschell, as the Owners Dated as of November 30, 2017 (December 4th, 2017)

This Asset Purchase and Contribution Agreement ("Agreement"), dated as of November 30, 2017, is made by and among FF US Acquisition Corp., a Delaware corporation ("Buyer"), FF US Holding Corp., a Delaware corporation ("Buyer Parent"), Flagship, Inc., d/b/a Tuscany, an Indiana corporation ("Seller"), Michael Graber ("Mr. Graber"), and Jeff Burttschell ("Mr. Burttschell" and together with Mr. Graber, the "Owners"). Each of the Owners, Buyer and Seller are sometimes individually referred to herein as a "Party" and collectively as the "Parties".

Asset Purchase and Contribution Agreement (June 8th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this Agreement) is dated as June 8, 2016, by and among bebe stores, inc., a California corporation (bebe), Bebe Studio, Inc., a California corporation (BSI and together with bebe, collectively, Seller), BB Brand Management LLC, a New York limited liability company (BB Management), and BB Brand Holdings LLC, a Delaware limited liability company (Buyer) (collectively, the Parties).

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, Chelsea Grand East, Llc (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), CHELSEA GRAND EAST, LLC, LLC, a New York limited liability company ("Hersha Owner"), and 44 CHELSEA DELAWARE, LLC, a Delaware limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, HHLP DUO TWO ASSOCIATES, LLC HHLP DUO TWO LESSEE, LLC HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC Dated as of February 2, 2016 Candlewood Suites-Times Square (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), HHLP DUO TWO ASSOCIATES, LLC, a New York limited liability company ("Hersha Owner"), and HHLP DUO TWO LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, BRISAM, LLC, HHLP MSG LESSEE, LLC, HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC Dated as of February 2, 2016 Hampton Inn Herald Square (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), BRISAM, LLC, a Delaware limited liability company ("Hersha Owner"), and HHLP MSG LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, HHLP DUO THREE ASSOCIATES, LLC HHLP DUO THREE LESSEE, LLC HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC Dated as of February 2, 2016 Holiday Inn Express Times Square (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), HHLP DUO THREE ASSOCIATES, LLC, a Delaware limited liability company ("Hersha Owner"), and HHLP DUO THREE LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, HHLP DUO ONE ASSOCIATES, LLC HHLP DUO ONE LESSEE, LLC HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC Dated as of February 2, 2016 Hampton Inn Times Square (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), HHLP DUO ONE ASSOCIATES, LLC, a New York limited liability company ("Hersha Owner"), and HHLP DUO ONE LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, HHLP WATER STREET ASSOCIATES, LLC HHLP WATER STREET LESSEE, LLC HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC Dated as of February 2, 2016 Holiday Inn Express Water Street (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), HHLP Water Street Associates, LLC, a Delaware limited liability company ("Hersha Owner"), and HHLP WATER STREET LESSEE, LLC, a New York limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, MAIDEN HOTEL LLC, HHLP WALL STREET LESSEE, LLC, HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC Dated as of February 2, 2016 Holiday Inn Wall Street (February 4th, 2016)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of February 2, 2016 (the "Effective Date"), by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, a Delaware limited liability company ("Cindat"), CINDAT HERSHA OWNER JV LLC, a Delaware limited liability company ("Owner JV"), CINDAT HERSHA LESSEE JV LLC, a Delaware limited liability company ("Lessee JV"), MAIDEN HOTEL LLC, a New York limited liability company ("Hersha Owner"), and HHLP WALL STREET LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee"), HCIN NYC OWNER, LLC, a Delaware limited liability company ("Hersha Owner Member"), and HCIN NYC LESSEE, LLC, a Delaware limited liability company ("Hersha Lessee Member," and together with Hersha Owner Member, the "Hersha Members"). Cindat, Owner JV, Lessee JV, Hersha Owner, Hersha Lessee and the Hersha Members are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Apartment Trust of America – First Amendment to Asset Purchase and Contribution Agreement (March 24th, 2015)

THIS FIRST AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT ("First Amendment") is made and entered into as of May 2, 2013, by and among Landmark Apartment Trust of America Holdings, L.P., Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II LLC. All capitalized terms used but not defined herein shall have the meaning given such term in the Agreement (as defined below).

Apartment Trust of America – Second Amendment to Asset Purchase and Contribution Agreement (December 27th, 2013)

THIS SECOND AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT (Second Amendment) is made and entered into as of December 20, 2013, by and among Landmark Apartment Trust of America Holdings, L.P. (LATA OP), Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II LLC. All capitalized terms used but not defined herein shall have the meaning given such term in the Agreement (as defined below).

Insurance Mgmt Solutions Grp – ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG PRAEDIUM VENTURES, LLC (FORMERLY KNOWN AS VALIDUS VENTURES, LLC), THE MEMBERS OF PRAEDIUM VENTURES, LLC, WHERE FOOD COMES FROM, INC. AND VALIDUS VERIFICATION SERVICES LLC September 16, 2013 (September 19th, 2013)

This Asset Purchase and Contribution Agreement (this "Agreement") is made as of September 16, 2013, by and among (i) Praedium Ventures, LLC (formerly known as Validus Ventures, LLC), a Delaware limited liability company (the "Seller"), (ii) the members of Seller as listed on Schedule 1 attached hereto (the "Seller Members"), (iii) Validus Verification Services LLC, a Colorado limited liability company (the "Buyer") and (iv) Where Food Comes From, Inc., a Colorado corporation ("WFCF"). The Seller Members, the Seller, WFCF and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Apartment Trust of America – ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and Among Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC, Elco Landmark Residential Holdings II LLC and Landmark Apartment Trust of America Holdings, L.P. Dated as of March 13, 2013 (March 19th, 2013)

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this Agreement) is made and entered into as of March 13, 2013, by and among LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (Buyer), ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (Seller), ELCO LANDMARK RESIDENTIAL HOLDINGS LLC a Delaware limited liability company (ELRH) and ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC, a Delaware limited liability company (ELRH II). Buyer, Seller, ELRH and ELRH II are sometimes collectively referred to herein as the Parties and individually referred to herein as a Party.

AMENDED AND RESTATED ASSET PURCHASE AND CONTRIBUTION AGREEMENT Dated as of January 25, 2013 by and Among CHEMTURA CORPORATION, SK BLUE HOLDINGS, LTD. And (January 28th, 2013)

Page ARTICLE 1 Definitions 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 22 ARTICLE 2 Purchase and Sale 22 Section 2.01 Purchase and Sale of JV Shares and transfer of the French Assets and French Liabilities 22 Section 2.02 Purchase and Sale of the Purchased Assets 23 Section 2.03 Excluded Assets 25 Section 2.04 Assumed Liabilities 27 Section 2.05 Excluded Liabilities 28 Section 2.06 Assignment of Contracts and Rights 29 Section 2.07 Purchase Price; Allocation of Purchase Price; Contribution of U.S. Contributed Assets 30 Section 2.08 Closing 31 Section 2.09 Estimated Adjustments of Purchase Price 33 Section 2.10 Closing Working Capital Schedule 34 Section 2.11 Post-Closing Adjustme

Asset Purchase and Contribution Agreement Dated as of June 4, 2012 by and Among Alaska Communications Systems Group, Inc., Acs Wireless, Inc., General Communication, Inc., Gci Wireless Holdings, Llc and the Alaska Wireless Network, Llc (October 4th, 2012)

Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

Amendment to Asset Purchase and Contribution Agreement (October 2nd, 2012)

This AMENDMENT (this Amendment), dated as of October 1, 2012, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (ACS), ACS Wireless, Inc., an Alaska corporation (ACS Member), General Communication, Inc., an Alaska corporation (GCI), GCI Wireless Holdings, LLC, an Alaska limited liability company (the GCI Member), and The Alaska Wireless Network, LLC, a Delaware limited liability company (the Company). Each of ACS, ACS Member, GCI, GCI Member and the Company are referred to individually herein as a Party and collectively as the Parties.

Gci Inc – Amendment to Asset Purchase and Contribution Agreement (October 2nd, 2012)

This AMENDMENT (this "Amendment"), dated as of October 1, 2012, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation ("ACS"), ACS Wireless, Inc., an Alaska corporation

Amendment to Asset Purchase and Contribution Agreement (October 2nd, 2012)

This AMENDMENT (this "Amendment"), dated as of October 1, 2012, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation ("ACS"), ACS Wireless, Inc., an Alaska corporation

Asset Purchase and Contribution Agreement Dated as of June 4, 2012 by and Among Alaska Communications Systems Group, Inc., Acs Wireless, Inc., General Communication, Inc., Gci Wireless Holdings, Llc and the Alaska Wireless Network, Llc (August 6th, 2012)

Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

Supernus Pharmaceuticals Inc. – ASSET PURCHASE AND CONTRIBUTION AGREEMENT Dated as of December 22, 2005 Among SUPERNUS PHARMACEUTICALS, INC., SHIRE LABORATORIES INC. And SHIRE PLC (March 16th, 2012)

AGREEMENT dated as of December 22, 2005 among Supernus Pharmaceuticals, Inc., a Delaware corporation (Supernus), Shire Laboratories Inc., a Delaware corporation (SLI) and Shire plc, a company incorporated under the laws of England and Wales (Guarantor).

Supernus Pharmaceuticals Inc. – ASSET PURCHASE AND CONTRIBUTION AGREEMENT Dated as of December 22, 2005 Among SUPERNUS PHARMACEUTICALS, INC., SHIRE LABORATORIES INC. And SHIRE PLC (February 8th, 2011)

AGREEMENT dated as of December 22, 2005 among Supernus Pharmaceuticals, Inc., a Delaware corporation (Supernus), Shire Laboratories Inc., a Delaware corporation (SLI) and Shire plc, a company incorporated under the laws of England and Wales (Guarantor).

FLO Corp – Asset Purchase and Contribution Agreement (November 29th, 2007)

This Asset Purchase and Contribution Agreement, dated as of April 16, 2007 (this Agreement), is by and between Saflink Corporation, a Delaware corporation (Saflink) and FLO Corporation, a Delaware corporation (the Company) and wholly-owned subsidiary of Saflink. All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined herein.

FLO Corp – Asset Purchase and Contribution Agreement (October 5th, 2007)

This Asset Purchase and Contribution Agreement, dated as of April 16, 2007 (this Agreement), is by and between Saflink Corporation, a Delaware corporation (Saflink) and FLO Corporation, a Delaware corporation (the Company) and wholly-owned subsidiary of Saflink. All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined herein.

Saflink Corp. – Asset Purchase and Contribution Agreement (August 14th, 2007)

This Asset Purchase and Contribution Agreement, dated as of April 16, 2007 (this Agreement), is by and between Saflink Corporation, a Delaware corporation (Saflink) and FLO Corporation, a Delaware corporation (the Company) and wholly-owned subsidiary of Saflink. All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined herein.

Asset Purchase and Contribution Agreement (July 27th, 2007)

THIS OPERATING AGREEMENT (Agreement) is hereby entered into effective as of the 24th day of July, 2007, by and between the persons identified as Members on Exhibit A attached hereto and executing this Agreement on the signature pages hereof (each of whom is sometimes hereinafter referred to individually as a Member and collectively as Members) and LIQUIDMETAL COATINGS, LLC, a Delaware limited liability company (the Company).

Enterprise Software Inc – Asset Purchase and Contribution Agreement (December 12th, 1995)
Enterprise Software Inc – Asset Purchase and Contribution Agreement (October 16th, 1995)