Asset Sale Agreement Sample Contracts

Redwood Mortgage Investors Viii – Asset Sale Agreement (August 14th, 2018)

THIS ASSET SALE AGREEMENT ("Agreement"), entered into this 27th day of June, 2018, by and between the undersigned Seller and Buyer sets forth the terms and conditions whereby the Seller agrees to sell and the Buyer agrees to purchase the Loan(s) identified herein. For purposes of clarification, Redwood Mortgage Corp. (RMC) is a licensed real estate broker in the State of California. RMC brokers real estate secured loans between borrowers and its investors, Redwood Mortgage Investors VIII, a limited partnership, ("RMI 8") and Redwood Mortgage Investors IX, LLC, a limited liability company ("RMI 9"). RMC's president is Michael Burwell. RMC is one of the general partners of RMI 8. RMC is one of the managers of RMI 9. Notwithstanding the foregoing, the negotiation of this Asset Sale Agreement is being handled by RMI 8 and RMI 9 as independent entities, through either its general partner or its manager.

Redwood Mortgage Investors IX – Asset Sale Agreement (August 14th, 2018)

THIS ASSET SALE AGREEMENT ("Agreement"), entered into this 27th day of June, 2018, by and between the undersigned Seller and Buyer sets forth the terms and conditions whereby the Seller agrees to sell and the Buyer agrees to purchase the Loan(s) identified herein. For purposes of clarification, Redwood Mortgage Corp. (RMC) is a licensed real estate broker in the State of California. RMC brokers real estate secured loans between borrowers and its investors, Redwood Mortgage Investors VIII, a limited partnership, ("RMI 8") and Redwood Mortgage Investors IX, LLC, a limited liability company ("RMI 9"). RMC's president is Michael Burwell. RMC is one of the general partners of RMI 8. RMC is one of the managers of RMI 9. Notwithstanding the foregoing, the negotiation of this Asset Sale Agreement is being handled by RMI 8 and RMI 9 as independent entities, through either its general partner or its manager.

Pacific Gold Corp – Third Amendment to Option and Asset Sale Agreement (December 8th, 2017)

This Third Amendment to Option and Asset Sale Agreement (Third Amendment) is made between Pacific Gold & Royalty Corp., a Wyoming corporation (Seller), and Pilot Metals Inc., a Nevada corporation (Buyer).

Mobiquity Technologies, Inc. – Purchase and Asset Sale Agreement (October 18th, 2017)

THIS PURCHASE AND ASSET SALE AGREEMENT is made and entered into as of October 1, 2017 (the "Effective Date") by and between MOBIQUITY TECHNOLOGY, INC. ("Seller"), the sole owner of ACE MARKETING & PROMOTIONS, INC. ("Company"'), and AceOK, LLC, an Oklahoma Limited Liability company ("Purchaser").

Asset Sale Agreement (March 7th, 2017)

This ASSET SALE AGREEMENT (this "Agreement"), dated as of July 1, 2016, is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah ("Bank"), and PROSPER FUNDING LLC, a Delaware limited liability company having its principal location in San Francisco, California ("PFL").

Asset Sale Agreement (July 8th, 2016)

This ASSET SALE AGREEMENT (this "Agreement"), dated as of July 1, 2016, is made by and between WEBBANK, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah ("Bank"), and PROSPER FUNDING LLC, a Delaware limited liability company having its principal location in San Francisco, California ("PFL").

Nant Health, LLC – Asset Sale Agreement (May 6th, 2016)

This ASSET SALE AGREEMENT is made and entered into as of June 16, 2015 (this Agreement), by and between HARRIS CORPORATION, a Delaware corporation (the Company), on behalf of itself and the other sellers set forth on Schedule A (collectively, the Sellers), on the one hand, and NANT HEALTH, LLC, a Delaware limited liability company (the Buyer), on the other hand.

Stock Purchase and Asset Sale Agreement (April 3rd, 2015)

This STOCK PURCHASE AND ASSET SALE AGREEMENT (this "Agreement") is entered into as of March 30, 2015 by and among Mabwe Minerals Inc., a Wyoming corporation ("Mabwe"), Raptor Resources Holdings Inc., a Nevada corporation (only for purposes of section 7.4 of this Agreement), Fonon Technologies, Inc., a Delaware corporation ("Fonon"), and Dmitriy Nikitin, an individual who resides in Florida and who is President of Fonon and the majority shareholder of Fonon (the "Shareholder"). Certain other capitalized terms used herein are defined in Article VIII and throughout this Agreement.

Blue Dolphin Energy Company – Asset Sale Agreement (March 31st, 2015)

This Asset Sale Agreement (the "Agreement') is entered into by and among WBI Energy Midstream, LLC, a Colorado limited liability company ("Seller") and Blue Dolphin Pipe Line Company, a Delaware corporation ("Buyer") on this 5th day of February, 2014, provided that the effective date of the transactions contemplated in this Agreement shall be October 31, 2013 (the "Effective Date").

Stonemor Partners L.P. – Asset Sale Agreement (April 8th, 2014)

ASSET SALE AGREEMENT (Agreement) dated this 2nd day of April 2014, by and among StoneMor Operating LLC, a Delaware limited liability company (StoneMor LLC), StoneMor North Carolina LLC, a North Carolina limited liability company (NC Buyer LLC), StoneMor North Carolina Subsidiary LLC, a North Carolina limited liability company (NC NQ Sub), Laurel Hill Memorial Park LLC, a Virginia limited liability company (Laurel Hill VA Buyer LLC) and Laurel Hill Memorial Park Subsidiary, Inc., a Virginia corporation (Laurel Hill VA NQ Sub), StoneMor Pennsylvania LLC, a Pennsylvania limited liability company (PA Buyer LLC), and StoneMor Pennsylvania Subsidiary LLC , a Pennsylvania limited liability company (PA NQ Sub) (all of the foregoing individually and collectively referred to as Buyer); and S.E. Cemeteries of North Carolina, Inc., a North Carolina corporation (S.E. Cem. of NC), Clinch Valley Memorial Cemetery, Inc., a Virginia corporation (Clinch Valley), and S.E. Acquisition of Pennsylvania, Inc

Asset Sale Agreement (March 5th, 2014)

ASSET SALE AGREEMENT ("Agreement") dated this 3rd day of March, 2014, by and among Carriage Services of Louisiana, Inc., a Louisiana corporation ("Carriage Louisiana"), Carriage Funeral Holdings, Inc., a Delaware corporation ("Carriage Virginia" and, together with Carriage Louisiana, "Buyers," and each individually, "Buyer"), SCI Louisiana Funeral Services, Inc., a Louisiana corporation ("SCI Louisiana"), S.E. Funeral Homes of Louisiana, LLC, a Louisiana limited liability company, ("S.E. FH Louisiana"), S.E. Funeral Homes of Virginia, LLC ("S.E. FH Virginia" and, together with SCI Louisiana and S.E. FH Louisiana, "Sellers," and each individually, "Seller").

Asset Sale Agreement (February 12th, 2014)
Novagen Ingenium Inc. – Asset Sale Agreement Date (December 31st, 2013)

A The Vendor owns and uses the Assets in its Business. B The Vendor has agreed to sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of this agreement.

Novagen Ingenium Inc. – Rescission Agreement (December 31st, 2013)

THIS AGREEMENT ("Agreement") is made effective the 27th day of December, 2013, by Renegade Engine Company Pty Ltd. ("Purchaser") and Camtech Investments Pty Ltd. as trustee for Munro Family Trust ("Vendor"),

Amendment No. 1 Asset Sale Agreement (June 6th, 2013)

THIS AMENDMENT NO. 1 TO THE ASSET SALE AGREEMENT (this "Amendment") is made and entered into this 1st day of June, 2013, by and between Alcan Primary Products Corporation, a corporation organized under the laws of the State of Texas, with offices at 8770 West Bryn Mawr Avenue, Chicago, Illinois 60631 ("Seller"), and Century Aluminum Sebree LLC (formerly known as Century Echo LLC), a limited liability company organized under the laws of the State of Delaware, with offices at 2511 Garden Road, Building A, Suite 200, Monterey, California ("Purchaser").

Asset Sale Agreement (April 30th, 2013)

THIS ASSET SALE AGREEMENT is made and entered into this 28th day of April, 2013, by and between Alcan Primary Products Corporation, a corporation organized under the laws of the State of Texas, with offices at 8770 West Bryn Mawr Avenue, Chicago, Illinois 60631 ("Seller"), and Century Echo LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 2511 Garden Road, Building A, Suite 200, Monterey, California ("Purchaser").

Guarantee (April 30th, 2013)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Alcan Primary Products Corporation, a corporation organized under the laws of the State of Texas (herein with its successors and assigns, called "Seller"), to enter into that certain Asset Sale Agreement, dated of even date herewith (the "Sale Agreement"), with Century Echo LLC, a limited liability company organized under the laws of the State of Delaware ("Purchaser"), the undersigned hereby absolutely and unconditionally guaranties to Seller the full and prompt payment and performance, when due, of those obligations of Purchaser to indemnify Seller under Section 9.02(e) of the Sale Agreement (collectively, the "Obligation").

Novagen Ingenium Inc. – Asset Sale Agreement Date (April 25th, 2013)

BThe Vendor has agreed to sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of this agreement.

Novagen Ingenium Inc. – Asset Sale Agreement Date (March 12th, 2013)

A The Vendor owns and uses the Assets in its Business, B The Vender has agreed to -sell and the Purchaser has agreed to purchase the Assets subject to the terms and conditions of this agreement.

Schedule 5 - Buyer Warranties 49 Schedule 6 - Intellectual Property Rights 50 Schedule 7 - Gaming Assets (Plant and Equipment Only) 51 Schedule 8 - Addresses for Service of Notices 54 Annexure a - Asset Sale Agreement - Gaming Business and Assets 55 Annexure B - Licence Agreement 56 (February 27th, 2013)
Asset Sale Agreement (December 11th, 2012)

This ASSET SALE AGREEMENT is made and entered into as of December 5, 2012 (this Agreement), by and between HARRIS CORPORATION, a Delaware corporation (the Company), on behalf of itself, the other asset sellers set forth on Schedule A (collectively, the Asset Sellers), and the other stock sellers set forth on Schedule A (collectively, the Stock Sellers; and collectively with the Asset Sellers, the Sellers), on the one hand, and GORES BROADCAST SOLUTIONS, INC., a Delaware corporation (the Buyer).

Asset Sale Agreement Between the Well Group, Inc. And Salon Media Group, Inc. (November 14th, 2012)
Coronus Solar Inc. – Solar Photovoltaic Asset Sale Agreement (October 29th, 2012)

SOLAR KRAFTE UTILITIES INC., a company incorporated under the laws of the Province of British Columbia and having a registered office at 1120 Martin Street, White Rock, British Columbia, Canada, V4B 3V7

Pipelay Asset Sale Agreement (October 17th, 2012)

Damages Waiver. In no event shall either the Seller, on the one hand, or the Buyer, on the other, be liable to the other (or to any other party claiming indemnification hereunder) for any loss of use, loss of revenue, profit or anticipated profit, delay, business interruption and other similar losses, whether direct or indirect, and any indirect or consequential losses, or special or punitives damages, whatsoever.

Pacific Gold Corp – Option and Asset Sale Agreement (September 13th, 2012)

This OPTION AND ASSET SALE AGREEMENT (hereinafter Agreement) is made and entered into this 8th day of February, 2011, between Pilot Metals Inc., a Nevada corporation (hereinafter "Buyer"), and Pacific Gold Corporation, a Nevada corporation, and Pilot Mountain Resources Inc., a Nevada corporation (hereinafter collectively referred to as "Seller").

Legend International Holdings Inc – Asset Sale Agreement (February 16th, 2012)
Del Toro Silver Corp. – Asset Sale Agreement (November 21st, 2011)

This asset sale agreement (Agreement) is entered into effective November 14, 2011 (Effective Date) in Carson City, Nevada by and between BOWERMAN HOLDINGS, LLC, a California domestic limited liability company (Seller), and DEL TORO SILVER CORP., a Nevada domestic corporation (Buyer). Seller and Buyer are the only parties to this Agreement and are at times referred to herein singly as a Party and collectively as the Parties.

Worthington Energy, Inc. – Asset Sale Agreement (October 31st, 2011)

Notwithstanding the foregoing, the parties may agree that Seller shall continue to hold Buyer's share of such Suspended Proceeds and distribute Buyer's share of such Suspended Proceeds on behalf of Buyer. In that event, Seller shall continue to remain responsible for the proper distribution of Buyer's share of such Suspended Proceeds and the indemnity by Buyer, as stated in the paragraph above, shall not apply.

Cronos Global Income Fund Xvi Lp – Asset Sale Agreement (August 8th, 2011)

THIS ASSET SALE AGREEMENT is entered into as of this 1st day of August, 2011 by and between Cronos Global Income Fund XVI, L.P., a limited partnership organized and existing under the laws of the State of California (Seller), Transportation Capital Partners, LLC, a limited liability company organized and existing under the laws of the State of California (Buyer).

Cronos Global Income Fund Xv Lp – Asset Sale Agreement (August 8th, 2011)

THIS ASSET SALE AGREEMENT is entered into as of this 1st day of August, 2011 by and between Cronos Global Income Fund XV, L.P., a limited partnership organized and existing under the laws of the State of California (Seller), and Transportation Capital Partners, LLC, a limited liability company organized and existing under the laws of the State of California (Buyer).

Cronos Global Income Fund Xv Lp – Asset Sale Agreement (August 8th, 2011)

THIS ASSET SALE AGREEMENT is entered into as of this 1st day of August, 2011 by and between Cronos Global Income Fund XV, L.P., a limited partnership organized and existing under the laws of the State of California (Seller), and P&R Equipment & Finance Corporation, a company organized and existing under the laws of Switzerland, (Buyer).

Cronos Global Income Fund Xvi Lp – Asset Sale Agreement (August 8th, 2011)

THIS ASSET SALE AGREEMENT is entered into as of this 1st day of August, 2011 by and between Cronos Global Income Fund XVI, L.P., a limited partnership organized and existing under the laws of the State of California (Seller), P&R Equipment & Finance Corporation, a company organized and existing under the laws of Switzerland (Buyer).

EOS Preferred Corp. – Asset Sale Agreement (August 3rd, 2011)

THIS ASSET SALE AGREEMENT is made as of July 19, 2011 (the Effective Date), by AURORA BANK FSB, a Federally chartered savings institution (Seller) and EOS Preferred Corporation, a Massachusetts corporation (Purchaser). Seller and Purchaser are sometimes referred to herein collectively as the Parties.

NewPage – ASSET SALE AGREEMENT Between RUMFORD COGENERATION COMPANY LIMITED PARTNERSHIP and RUMFORD PAPER COMPANY, as Selling Parties, and REENERGY RUMFORD LLC, as Buyer Dated as of March 16, 2011 (May 12th, 2011)

THIS ASSET SALE AGREEMENT (Agreement) is made and entered into as of the 16th day of March, 2011, by and among RUMFORD COGENERATION COMPANY LIMITED PARTNERSHIP, a Maine limited partnership (Seller), RUMFORD PAPER COMPANY, a Delaware corporation (RPC and together with Seller, the Selling Parties), and REENERGY RUMFORD LLC, a Delaware limited liability company (Buyer). In consideration of the representations, warranties and covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows:

Worthington Energy, Inc. – Contract (May 12th, 2011)