Asset Purchase And Sale Agreement Sample Contracts

NGFC Equities, Inc. – ASSET PURCHASE AND SALE AGREEMENT Between THOMAS M. SHELTON and WYOMING COUNTY COAL LLC Dated as of November 7, 2018 ASSET PURCHASE AND SALE AGREEMENT (December 11th, 2018)

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement"), made as of November 7, 2018, by and between THOMAS M. SHELTON, an individual ("Seller"), and WYOMING COUNTY COAL LLC, an Indiana limited liability company ("Buyer").

SMG Indium Resources Ltd. – Asset Purchase and Sale Agreement (October 4th, 2018)

This Agreement dated this 27th day of September, 2018, between Steven Madden, an individual with an address of 9821 Katy Freeway, Suite 880, Houston, Texas 77024, Thomas F. Soriero, an individual with an address of 3333 Allen Parkway Suite 905 Houston, Texas 77019 and Madden Heritage Foundation, a private foundation with an address of 9821 Katy Freeway, Suite 880, Houston, Texas 77024 (collectively known as the "Seller") and SMG Industries Inc., a Delaware corporation ("Buyer"), with a business address of 710 N. Post Oak Road, Houston, Texas 77024. Buyer and Seller may be referred to herein individually as a "Party" and collectively as the "Parties".

ASSET PURCHASE AND SALE AGREEMENT Among BARTLETT CATTLE COMPANY, L.P. ("Seller") and GREEN PLAINS CATTLE COMPANY LLC ("Buyer") Dated as of July 27, 2018 (August 1st, 2018)

This ASSET PURCHASE AND SALE AGREEMENT is made as of the 27th day of July, 2018 (the "Effective Date"), by and between Bartlett Cattle Company, L.P., a Texas limited partnership ("Seller"), and Green Plains Cattle Company LLC, a Delaware limited liability company ("Buyer") (Seller and Buyer may be referred to collectively as the "Parties" or individually as a "Party").

Chaparral Energy, Inc. – ASSET PURCHASE AND SALE AGREEMENT by and Between CHAPARRAL ENERGY, L.L.C. And CHAPARRAL CO2, L.L.C. And CHAPARRAL REAL ESTATE, L.L.C. (Collectively Seller) and PERDURE PETROLEUM, LLC (Purchaser) Dated October 13, 2017 (November 21st, 2017)
Asset Purchase and Sale Agreement Amending Agreement (May 18th, 2017)

CONOCOPHILLIPS CANADA RESOURCES CORP., a corporation having an office and carrying on business in the City of Calgary in the Province of Alberta (CPCRC)

ASSET PURCHASE AND SALE AGREEMENT Between MERRIMACK PHARMACEUTICALS, INC., a Delaware Corporation; And IPSEN S.A., a Societe Anonyme; Dated as of January 7, 2017 (January 9th, 2017)

This ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is entered into as of January 7, 2017 between Merrimack Pharmaceuticals, Inc., a Delaware corporation (Seller), and Ipsen S.A., a societe anonyme duly organized and existing under the laws of France (Buyer). Seller and Buyer are sometimes referred to herein individually as a Party and together as the Parties.

Braeburn Pharmaceuticals, Inc. – ASSET PURCHASE AND SALE AGREEMENT by and Between (December 30th, 2016)

This ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is entered into as of November 4, 2014, by and between Endo Pharmaceuticals Solutions Inc., a company duly incorporated under the laws of Delaware (Seller), and Braeburn Pharmaceuticals BVBA SPRL, a private limited liability company existing under the laws of Belgium (Buyer). Hereinafter, Parties shall mean Seller and Buyer together, and Party shall mean either Seller or Buyer, as the context requires.

ASSET PURCHASE AND SALE AGREEMENT BETWEEN INTERNET BRANDS, INC., a Delaware Corporation, AUTOBYTEL INC., a Delaware Corporation AND a Delaware Corporation Dated as of December 19, 2016 (December 21st, 2016)

This Asset Purchase and Sale Agreement (this Agreement") is made and entered into as of December 19, 2016 ("Agreement Effective Date") by and among Internet Brands, Inc., a Delaware corporation ("Buyer"), Car.com, Inc., a Delaware corporation ("Seller"), and Autobytel Inc., a Delaware corporation ("Seller Parent") (Seller and Seller Parent are collectively referred to herein as the "Seller Group," and hereafter at times individually as a "Member of the Seller Group" or "Seller Group Member"). Buyer, Seller and Seller Parent are hereinafter at times individually referred to as a "Party" and collectively as the "Parties." Capitalized terms used herein without definition shall have the respective meanings set forth in Section 7.2.

Braeburn Pharmaceuticals, Inc. – ASSET PURCHASE AND SALE AGREEMENT by and Between (December 9th, 2016)

This ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is entered into as of November 4, 2014, by and between Endo Pharmaceuticals Solutions Inc., a company duly incorporated under the laws of Delaware (Seller), and Braeburn Pharmaceuticals BVBA SPRL, a private limited liability company existing under the laws of Belgium (Buyer). Hereinafter, Parties shall mean Seller and Buyer together, and Party shall mean either Seller or Buyer, as the context requires.

Athene Holding Ltd – ASSET PURCHASE AND SALE AGREEMENT by and Among ATHENE ANNUITY AND LIFE COMPANY, ATHENE ANNUITY & LIFE ASSURANCE COMPANY, and APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. Dated: February 26, 2016 (October 25th, 2016)

ASSET PURCHASE AND SALE AGREEMENT, dated as of February 26, 2016, by and among Athene Annuity and Life Company, an Iowa stock life insurance company (Athene Iowa), Athene Annuity & Life Assurance Company, a Delaware stock life insurance company (Athene Delaware and, together with Athene Iowa, Buyers and each, a Buyer), and Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (Seller).

Petroleum Development Corporation – ASSET PURCHASE AND SALE AGREEMENT by and Among 299 RESOURCES, LLC, 299 PRODUCTION, LLC, 299 PIPELINE, LLC, (August 24th, 2016)

This Asset Purchase and Sale Agreement (Agreement) is entered into on this 23rd day of August, 2016 (the Execution Date), by and among 299 Resources, LLC, a Delaware limited liability company (299 Resources), 299 Production, LLC, a Delaware limited liability company (299 Production), and 299 Pipeline, LLC, a Delaware limited liability company (299 Pipeline, and, collectively with 299 Resources and 299 Production, Sellers, and each, individually, a Seller), Kimmeridge Energy Management Company GP, LLC, a Delaware limited liability company (Sellers Representative), and PDC Energy, Inc., a Delaware corporation (Buyer). Buyer, Sellers Representative and Sellers are collectively referred to herein as the Parties and each individually referred to herein as a Party.

Sport Endurance, Inc. – Asset Purchase and Sale Agreement (July 15th, 2016)

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") made this May 18, 2016, by and between Sharp Innovations, LLC, a limited liability company organized and existing under the laws of Wyoming with offices at 1712 Pioneer Ave., Cheyenne, WY 82001 (the "Seller"), and Sport Endurance, Inc., a corporation organized and existing under the laws of Nevada ("Purchaser") with offices at 222 Broadway, 19th Floor, New York, NY 10038.

Asset Purchase and Sale Agreement (May 24th, 2016)

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made on April 24, 2015 between NET D CONSULTING, INC., a Nevada Corporation, with its principal place of business at 1122 E. Lincoln Ave. Suite 203, Orange, California, 92865 hereinafter the "Seller" and GAWK, INC., a Nevada Corporation with its principal place of business at 5300 Melrose Ave Suite 42, Los Angeles, California, 90038 hereinafter the "Buyer".

Apollo Commercial Real Estate – ASSET PURCHASE AND SALE AGREEMENT by and Among ATHENE ANNUITY AND LIFE COMPANY, ATHENE ANNUITY & LIFE ASSURANCE COMPANY, and APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. Dated: February 26, 2016 (February 26th, 2016)

ASSET PURCHASE AND SALE AGREEMENT, dated as of February 26, 2016, by and among Athene Annuity and Life Company, an Iowa stock life insurance company ("Athene Iowa"), Athene Annuity & Life Assurance Company, a Delaware stock life insurance company ("Athene Delaware" and, together with Athene Iowa, "Buyers" and each, a "Buyer"), and Apollo Commercial Real Estate Finance, Inc., a Maryland corporation ("Seller").

Majesco – Second Amendment to Asset Purchase and Sale Agreement (January 29th, 2016)

This Second Amendment to Asset Purchase and Sale Agreement, dated as of January 26, 2016 (this "Amendment"), amends the Asset Purchase and Sale Agreement by and among Agile Technologies, LLC, a New Jersey limited liability company (the "Seller"), the members of the Seller (the "Members"), and Majesco, a California corporation (the "Buyer") (together with Seller and the Members, the "Parties"), dated December 12, 2014, and as amended on January 1, 2015 (the "Purchase Agreement") to the extent and in the manner herein provided. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.

Hpil Holding – Asset Purchase and Sale Agreement (December 14th, 2015)

This ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of December 9, 2015, between HPIL Holding, a Nevada (USA) corporation (the "Company"), and GIOTOS Limited, a United Kingdom limited company ("GIOTOS" and together with the Company, the "Parties", and each, a "Party").

RALEIGH ASSET PURCHASE AND SALE AGREEMENT Dated as of June 30, 2015 by and Between (August 6th, 2015)

This ASSET PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of June 30, 2015 (the "Effective Date"), is made and entered into by and among INVENERGY WIND CANADA GREEN HOLDINGS ULC, an unlimited liability corporation incorporated under the laws of the Province of Alberta ("Seller Parent"), and TERRAFORM IWG ONTARIO HOLDINGS, LLC, a limited liability company formed under the laws of the State of Delaware ("Purchaser"), and to which intervene INVENERGY WIND GLOBAL LLC, a limited liability company formed under the laws of the State of Delaware ("Invenergy Indemnitor"), MARUBENI CORPORATION, a corporation incorporated under the laws of Japan ("Marubeni Indemnitor"), and CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, a body formed under the Act respecting the Caisse de depot et placement du Quebec, R.S.Q., chapter C-2 ("CDPQ Indemnitor"). Seller Parent and Purchaser are referred to, collectively, as the "Parties" and each, individually, as a "Party". Capitalized terms used, and not otherwis

Imk Group, Inc. – Asset Purchase and Sale Agreement (June 26th, 2015)

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into this 22 day of June, 2015 (the "Effective Date"), by and between IMK GROUP, INC., a Delaware corporation ("Assignor"), and BUDDY YOUNG, an individual, ("Assignee"), with respect to the following:

Bowie Resource Partners LP – Asset Purchase and Sale Agreement (June 19th, 2015)

THIS ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is made and entered into this 12th day of December, 2014 (the Effective Date), by and between FOSSIL ROCK FUELS, LLC, a Delaware limited liability company, having a mailing address of 1407 W. North Temple, Salt Lake City, Utah 84116 (Seller), and FOSSIL ROCK RESOURCES, LLC, a Delaware limited liability company, having a mailing address of 6100 Dutchmans Lane, 9th Floor, Louisville, Kentucky 40205 (Buyer). Seller and Buyer may be collectively referred to herein as the Parties or individually as a Party.

Lilis Energy, Inc. – First Amendment to Asset Purchase and Sale Agreement (June 11th, 2015)

This First Amendment to Asset Purchase and Sale Agreement (this "Amendment") is entered into as of June 9, 2015, by and between SWAN EXPLORATION LLC, a Colorado limited liability company ("Seller"), and LILIS ENERGY, INC., a Nevada corporation ("Purchaser"). Seller and Purchaser are sometimes collectively referred to in this Agreement as the "Parties," or individually as a "Party."

Vasomedical – ASSET PURCHASE AND SALE AGREEMENT BETWEEN VASOMEDICAL, INC. AND VASOTECHNOLOGY, INC. AND NETWOLVES, LLC AND NETWOLVES CORPORATION May 29, 2015 (June 4th, 2015)

THIS AGREEMENT, dated as of May 29, 2015, is made and entered into by and between NETWOLVES, LLC, a Florida limited liability company and NETWOLVES CORPORATION, a New York corporation, with offices at Suite E-8, 4710 Eisenhower Boulevard, Tampa, FL 33634 (hereinafter collectively referred to as "Seller"), VASOMEDICAL, INC., a Delaware corporation with offices at 180 Linden Avenue, Westbury, New York 11590 and VASOTECHNOLOGY, INC. a Delaware corporation with offices at 180 Linden Avenue, Westbury, New York 11590 (hereinafter collectively referred to as the "Purchaser"). Seller and Purchaser shall sometimes be referred to herein individually as the "Party" and collectively, the "Parties".

Lilis Energy, Inc. – ASSET PURCHASE AND SALE AGREEMENT by and Between SWAN EXPLORATION, LLC (Seller) and LILIS ENERGY, INC. (Purchaser) Dated April 30, 2015 (May 5th, 2015)

This Asset Purchase and Sale Agreement (this "Agreement") is made and entered into on April 30, 2015, by and between SWAN EXPLORATION LLC, a Colorado limited liability company ("Seller"), and LILIS ENERGY, INC., a Nevada corporation ("Purchaser"). Seller and Purchaser are sometimes collectively referred to in this Agreement as the "Parties," or individually as a "Party."

ASSET PURCHASE AND SALE AGREEMENT Dated as of January 28 , 2015 Between HENKEL CORPORATION, as the Seller and CHASE CORPORATION, as the Buyer (April 9th, 2015)

THIS ASSET PURCHASE AND SALE AGREEMENT dated as of January 28, 2015 (this Agreement), between HENKEL CORPORATION, a corporation organized under the laws of Delaware having its principal place of business at One Henkel Way, Rocky Hill, CT 06067 (the Seller), and CHASE CORPORATION, a corporation organized under the laws of the Commonwealth of Massachusetts having its principal place of business at 295 University Avenue, Westwood, MA 02090 (the Buyer).

Majesco – Asset Purchase and Sale Agreement (April 1st, 2015)

THIS ASSET PURCHASE AND SALE AGREEMENT, dated as of December 12, 2014, is entered into by and among Majesco, a California corporation ("Buyer"), Agile Technologies, LLC, a New Jersey limited liability company ("Seller"), and, solely with respect to Sections 7.8 and 9, William K. Freitag, John M. Johansen and Robert Buhrle (hereinafter, each a "Member," and collectively, the "Members"). Each of Buyer and Seller are referred to herein as a "Party" and, together, as the "Parties."

Majesco – AMENDMENT TO Asset Purchase and Sale Agreement (April 1st, 2015)

This Amendment to Asset Purchase and Sale Agreement, dated as of January 1, 2015 (this "Amendment"), amends the Asset Purchase and Sale Agreement by and among Agile Technologies, LLC, a New Jersey limited liability company (the "Seller"), the members of the Seller and Majesco, a California corporation (the "Buyer") (together with Seller and the members of the Seller, the "Parties"), dated December 12, 2014 (the "Purchase Agreement") to the extent and in the manner herein provided. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Purchase Agreement.

ASSET PURCHASE AND SALE AGREEMENT DATED AS OF April 30, 2014 BY AND BETWEEN ANCHOR FUNDING SERVICES, LLC AND TRANSPORTATION ALLIANCE BANK INC. (March 31st, 2015)
S&W Seed Company – First Amendment to the Asset Purchase and Sale Agreement (January 7th, 2015)

This First Amendment to the Asset Purchase and Sale Agreement (this "Amendment") is made this 31st day of December 2014, by and between Pioneer Hi-Bred International, Inc., an Iowa corporation ("Seller"), and S&W Seed Company, a Nevada corporation ("Buyer"). Buyer and Seller are collectively referred to herein as the "Parties" and each individually as a "Party".

S&W Seed Company – ASSET PURCHASE AND SALE AGREEMENT by and Between [PIONEER HI-BRED INTERNATIONAL, INC.] and [S&W SEED COMPANY] Dated: [___________] (January 7th, 2015)

This Asset Purchase and Sale Agreement is made this [________] day of [________], 201[ ] by and between [Pioneer Hi-Bred International, Inc.], an Iowa corporation ("Seller"), and [S&W Seed Company, a Nevada corporation] ("Buyer").

Franklin Financial Network Inc. – Asset Purchase and Sale Agreement (January 2nd, 2015)

THIS ASSET, PURCHASE AND SALE AGREEMENT (the Agreement) is entered into this 31st day of December, 2014 (the Effective Date), by and between BCG Consulting, LLC, a Tennessee limited liability company (Purchaser), BANC COMPLIANCE GROUP, INC., a Tennessee corporation (Seller) and FRANKLIN FINANCIAL NETWORK, INC., a Tennessee corporation (Parent).

S&W Seed Company – ASSET PURCHASE AND SALE AGREEMENT by and Between PIONEER HI-BRED INTERNATIONAL, INC. And S&W SEED COMPANY Dated December 19, 2014 (December 29th, 2014)

ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALE OF PURCHASED ASSETS; LIABILITIES; PURCHASE PRICE; CLOSING 12 2.1 PURCHASED ASSETS; LIABILITIES 12 2.2 PURCHASE PRICE 15 2.3 CLOSING 17 2.4 EARN-OUT PAYMENTS 17 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 19 3.1 ORGANIZATION; AUTHORITY; NO CONFLICT; CONSENTS 19 3.2 TITLE 20 3.3 LITIGATION; COMPLIANCE WITH LEGAL REQUIREMENTS 21 3.4 BROKERS OR FINDERS 21 3.5 ABSENCE OF CHANGE 21 3.6 TRANSFERRED PLANT SITES 22 3.7 TRANSFERRED EQUIPMENT 23 3.8 TRANSFERRED CONTRACTS 23 3.9 TRANSFERRED INTELLECTUAL PROPERTY 23 3.1 RESERVED 24 3.11 EMPLOYEE MATTERS; EMPLOYEE BENEFITS 24 3.12 TAXES 25 3.13 ENVIRONMENTAL LAWS 25 3.14 INVENTORY 26 3.15 WATER RIGHTS 27 ARTICLE 4 REPRESENTATIONS

PowerSecure International, Inc – EXECUTION VERSION ASSET PURCHASE AND SALE AGREEMENT by and Among POWER DESIGN, INC. As Seller - And - POWERSECURE, INC. As Purchaser Dated: October 14, 2014 (October 14th, 2014)

This ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is made and entered into as of October 14, 2014, by and among Power Design, Inc., a Florida corporation (Seller), and PowerSecure, Inc., a Delaware corporation (Purchaser).

Mid-Con Energy Partners, LP – ASSET PURCHASE AND SALE AGREEMENT by and Among L.C.S. PRODUCTION COMPANY, SPA- PETCO, LP, SPA PETCO OSU, LLC, A.G. HILL OIL AND GAS LP and A.G. HILL OIL AND GAS II LP (Sellers) and MID-CON ENERGY PROPERTIES, LLC (Purchaser) Dated October 7, 2014 (October 14th, 2014)

Interest Addition, Interest Addition Notice, Interest Addition Payment, Interest Addition Rejection Notice, and Interest Addition Value have the meanings given to them in Section 3.7 of the Agreement.

Next Galaxy Corp. – Ip Asset Purchase and Sale Agreement (September 8th, 2014)

This IP ASSET PURCHASE AGREEMENT (this "Agreement") is made as of June 19, 2014 (the "Effective Date"), by and among Wiless Controls Inc. a Nevada corporation (the "Purchaser"), and MARY SPIO, an individual residing at 1680 Michigan Ave Suite 700, Miami Beach FL 33139 ("Seller"). The Purchaser and Seller are collectively referred to herein as "Parties" or individually as "Party."

Chaparral Energy, Inc. – Asset Purchase and Sale Agreement (August 14th, 2014)

"Interest Addition," "Interest Addition Notice," "Interest Addition Payment," "Interest Addition Rejection Notice," and "Interest Addition Value" have the meanings given to them in Section 3.7 of the Agreement.

Chaparral Energy, Inc. – ASSET PURCHASE AND SALE AGREEMENT by and Between CHAPARRAL ENERGY, L.L.C. (Seller) and RAM ENERGY LLC (Purchaser) Dated April 25, 2014 (August 14th, 2014)

This Asset Purchase and Sale Agreement (this "Agreement") is made and entered into this ___ day of _______, 2014, by and between Chaparral Energy, L.L.C., an Oklahoma limited liability company, (the "Seller"), having as its address 701 Cedar Lake Boulevard, Oklahoma City, Oklahoma 73114, and RAM Energy LLC, an Oklahoma limited liability company, having as its address 2100 S. Utica Avenue, Suite 165, Tulsa, Oklahoma 74114 ("Purchaser"). Seller and Purchaser are sometimes collectively referred to in this Agreement as the "Parties" or individually as a "Party".