Asset Purchase and Contribution Agreement Sample Contracts

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...
Asset Purchase and Contribution Agreement • February 4th, 2016 • Hersha Hospitality Trust • Real estate investment trusts • New York

THIS BILL OF SALE (this “Bill of Sale”), dated as of ___________, 2016 (the “Effective Date”), by and between , a limited liability company (“Seller”), in favor of , a Delaware limited liability company (“Purchaser”) (collectively, the “Parties” and individually, “Party”).

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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
Asset Purchase and Contribution Agreement • October 4th, 2012 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware

This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of June 4, 2012, 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”). Capitalized terms used and not otherwise defined in this Agreement have the meanings given such terms in Section 1.

ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • November 29th, 2007 • FLO Corp • Services-business services, nec • Delaware

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.

EXHIBIT 10.1 ASSET PURCHASE AND CONTRIBUTION AGREEMENT TABLE OF CONTENTS
Asset Purchase and Contribution Agreement • November 12th, 1997 • Physician Health Corp • Texas
ASSET PURCHASE AND CONTRIBUTION AGREEMENT dated as of December 22, 2005 among SUPERNUS PHARMACEUTICALS, INC., SHIRE LABORATORIES INC. and SHIRE PLC
Asset Purchase and Contribution Agreement • March 16th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

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”).

ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • April 5th, 2022 • BOSTON OMAHA Corp • Real estate operators (no developers) & lessors • Utah

This Asset Purchase and Contribution Agreement (this “Agreement”) is entered into as of April 1, 2022 by and among (i) Go Fiber LLC, a Utah limited liability company (“Seller”); (ii) Kelly Nyberg, solely in his capacity as representative of the Seller (the “Seller Representative”); and (iii) FIF St. George, LLC, a Delaware limited liability company (the “Purchaser”).

ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG
Asset Purchase and Contribution Agreement • May 15th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • New York

made and entered into as of March 22, 2019 by and among YapStone, Inc., a Delaware corporation (“Seller”), Priority Real Estate Technology, LLC, a Delaware limited liability company (“Purchaser”) and, solely for purposes of Section 6.6, Section 8.5, Section 8.8, Section 8.11 and Section 8.12, Priority Technology Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used herein not otherwise defined have the meanings ascribed to them in Section 1.1.

ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • July 17th, 2020 • LMP Automotive Holdings, Inc. • Retail-auto dealers & gasoline stations • Georgia

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the date of the last signature to this Agreement (the “Effective Date”), by and among LMP AUTOMOTIVE HOLDINGS, INC., a Delaware corporation, and or its assigns, with a mailing address for purposes of notices hereunder of c/o Sam Tawfik, 601 North State Road 7, Plantation, Florida 33317 (“Purchaser”), NEWNAN IMPORTS, INC., a Georgia corporation, with a mailing address for purposes of notices hereunder of c/o Walt Gutierrez, 28 Rose Arbor Court, Newnan, Georgia 30265 (the “Seller”), and WALT GUTIERREZ, an individual resident of Georgia, with a mailing address for purposes of notices hereunder of 28 Rose Arbor Court, Newnan, Georgia 30265 (the “Shareholder”). The Purchaser, Seller, and Shareholder may each be referred to herein as a “Party” or collectively as the “Parties.”

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among Potter’s Professional Lawn Care, LLC, Potter’s professional lawn care, Inc., nina Potter fernandez, AND Grant Potter
Asset Purchase and Contribution Agreement • February 3rd, 2020 • Andover National Corp • Services-business services, nec • Delaware

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2020, by and among Potter’s Professional Lawn Care, LLC, a Delaware limited liability company (“Buyer”), Potter’s Professional Lawn Care, Inc., a Florida corporation (“Seller”) and the Shareholders (defined below).

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...
Asset Purchase and Contribution Agreement • March 19th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia

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.”

ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • June 8th, 2016 • Bebe Stores, Inc. • Women's, misses', and juniors outerwear • Delaware

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”).

AMENDED AND RESTATED ASSET PURCHASE AND CONTRIBUTION AGREEMENT dated as of January 25, 2013 by and among CHEMTURA CORPORATION, SK BLUE HOLDINGS, LTD. and
Asset Purchase and Contribution Agreement • January 28th, 2013 • Chemtura CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among LIQUIDMETAL TECHNOLOGIES, INC. and LIQUIDMETAL COATINGS, LLC. July 24, 2007
Asset Purchase and Contribution Agreement • July 27th, 2007 • Liquidmetal Technologies Inc • Chemicals & allied products • Delaware

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”).

ASSET PURCHASE AND CONTRIBUTION AGREEMENT dated as of December 22, 2005 among SUPERNUS PHARMACEUTICALS, INC., SHIRE LABORATORIES INC. and SHIRE PLC
Asset Purchase and Contribution Agreement • March 8th, 2021 • Supernus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

collectively as “Proprietary Subject Matter”. I have made full and prompt disclosure in writing to an official of the Company of all Proprietary Subject Matter made or conceived during the term of my employment with the Company. At the request and expense of the Company, but without further compensation to me, I shall do such acts, and execute, acknowledge and deliver all such papers, including without limitation patent applications, as may be necessary or desirable in the sole discretion of the Company to obtain, maintain, protect or vest in applications, patents, copyrights or other proprietary rights of any kind relating thereto, in all countries of the world; including rendering such assistance as the Company may request in any contemplated or pending litigation, patent office proceeding, or other proceeding.

ASSET PURCHASE AND CONTRIBUTION AGREEMENT AMONG CALAVO GROWERS, INC., a California Corporation, CALAVO SALSA LISA, LLC, a Delaware limited liability company, LISA’S SALSA COMPANY, a Minnesota corporation, AND ELIZABETH NICHOLSON AND ERIC NICHOLSON...
Asset Purchase and Contribution Agreement • March 11th, 2010 • Calavo Growers Inc • Agricultural services • Delaware

THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of February 8, 2010, and effective as set forth in Article 6, by and among Calavo Growers, Inc., a California corporation (“Calavo”), Calavo Salsa Lisa, LLC, a Delaware limited liability company (“Purchaser”), Lisa’s Salsa Company, a Minnesota corporation (“Company”) and Elizabeth Nicholson and Eric Nicholson (the “Shareholders,” and together with Company, the “Sellers”).

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
Asset Purchase and Contribution Agreement • September 19th, 2013 • Where Food Comes From, Inc. • Services-prepackaged software • Colorado

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.”

SECOND AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • December 27th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts

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).

ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • March 15th, 1996 • Figgie International Inc /De/ • General industrial machinery & equipment • California
FIRST AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • March 24th, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts

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).

AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • October 2nd, 2012 • Gci Inc • Communications services, nec • Delaware

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
Asset Purchase and Contribution Agreement • December 17th, 2020 • BOSTON OMAHA Corp • Real estate operators (no developers) & lessors • Colorado

This Asset Purchase and Contribution Agreement (this “Agreement”) is entered into as of December 11, 2020 by and among (i) Utah Broadband, LLC, a Utah limited liability company (the “Company” or the “Seller”); (ii) Alpine Networks, Inc., a Utah corporation (the “Alpine Owner”) and The Community Trust of Utah, a Utah charitable trust u/a/d September 26, 2017 (the “Donee Owner” and, together with the Alpine Owner, the “Owners”); (iii) Steven C. McGhie, individually (“McGhie”) and in his capacity as representative of the Seller Parties (the “Seller Representative”); and (iv) FIF Utah LLC, a Delaware limited liability company (the “Purchaser”).

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BY AND AMONG
Asset Purchase and Contribution Agreement • May 9th, 2007 • Leucadia National Corp • Lumber & wood products (no furniture) • New York
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among as Buyer 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
Asset Purchase and Contribution Agreement • December 4th, 2017 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware

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”.

AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT
Asset Purchase and Contribution Agreement • October 2nd, 2012 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware

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.”

ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among ANC GREEN SOLUTIONS – ZODEGA, LLC, ZODEGA LANDSCAPE SERVICES, LLC, LITTON ENTERPRISES INC. D/B/A ZODEGA-TIS SERVICES, ROBERT DIHU and LARRY LITTON JR. DATED JANUARY 20, 2021
Asset Purchase and Contribution Agreement • May 25th, 2022 • Andover National Corp • Services-business services, nec • Texas

This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 20, 2021 (the “Effective Date”), is made by and among ZODEGA LANDSCAPE SERVICES, LLC, a Delaware limited liability company (“Purchaser”), ANC GREEN SOLUTIONS – ZODEGA, LLC, a Delaware limited liability company (“HoldCo,” together with Purchaser, “Purchaser Parties”), LITTON ENTERPRISES INC. D/B/A ZODEGA-TIS SERVICES, a Texas corporation (“Seller”), and for the limited purposes set forth herein, Robert Dihu (“Dihu”) and Larry Litton Jr. (“Litton”) (collectively, the “Shareholders”).

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