Master Asset Purchase Agreement Sample Contracts

Master Asset Purchase Agreement (August 27th, 2014)

THIS MASTER ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of August 21, 2014 by and between S&T AG, an Austrian stock corporation (Buyer), and Echelon Corporation, a Delaware corporation (Seller). Each of Buyer and Seller are sometimes referred to as a Party and together as the Parties. All capitalized terms that are used in this Agreement will have the respective meanings given to them in ARTICLE I.

Page ARTICLE I Definitions and Documentary Conventions 1 SECTION 1.01. Definitions and Documentary Conventions 1 ARTICLE II Purchase and Sale of Transferred Assets 1 SECTION 2.01. Transferred Assets 1 SECTION 2.02. Excluded Assets 3 SECTION 2.03. Consideration 4 SECTION 2.04. Assumed Liabilities 5 SECTION 2.05. Net Tangible Assets Adjustment 6 SECTION 2.06. Audit Adjustment 8 SECTION 2.07. Withholding 10 ARTICLE III Closings 10 SECTION 3.01. Transfers at the Initial Closing 10 SECTION 3.02. Transfers at Subsequent Closings 12 ARTICLE IV Tax Matters 14 SECTION 4.01. Allocation of Consideration (September 10th, 2013)

MASTER ASSET PURCHASE AGREEMENT dated as of September 10, 2013 (this Agreement), by and among INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation (Seller), and SYNNEX CORPORATION, a Delaware corporation (Purchaser).

Voya Financial, Inc. – Master Asset Purchase Agreement by and Among Scottish Re Group Limited, Scottish Holdings, Inc., Scottish Re (U.S.), Inc, Scottish Re Life (Bermuda) Limited, Scottish Re (Dublin) Limited, and Hannover Life Reassurance Company of America, Hannover Life Reassurance (Ireland) Limited, and Security Life of Denver Insurance Company, Security Life of Denver International Limited Dated as of January 22, 2009 (January 23rd, 2013)

MASTER ASSET PURCHASE AGREEMENT, dated as of January 22, 2009 (this Agreement), by and among SCOTTISH RE GROUP LIMITED, an exempted company limited by shares organized and existing under the laws of the Cayman Islands (the Parent), SCOTTISH HOLDINGS, INC., a Delaware corporation (SHI), SCOTTISH RE (U.S.), INC., a Delaware insurance company (SRUS), SCOTTISH RE LIFE (BERMUDA) LIMITED, a Bermuda insurance company (SRLB), SCOTTISH RE (DUBLIN) LIMITED, an Ireland insurance company, (SRD, and together with the Parent, SHI, SRUS and SRLB each a Seller and collectively the Sellers), and HANNOVER LIFE REASSURANCE COMPANY OF AMERICA, a Florida insurance company (HLRUS) and HANNOVER LIFE REASSURANCE (IRELAND) LIMITED, an Ireland insurance company (HLRI, and together with HLRUS, the Buyers), and SECURITY LIFE OF DENVER INSURANCE COMPANY, a Colorado insurance company (SLD), and SECURITY LIFE OF DENVER INTERNATIONAL LIMITED, a Bermuda insurance company (SLDI, and together with SLD, the ING Companies

Granite City Food And Brewery Ltd – Amendment No. 3 to Master Asset Purchase Agreement (January 4th, 2012)

This Amendment No. 3 (this "Amendment") to the Master Asset Purchase Agreement is dated December 30, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation and Granite City of Maryland, Inc., a Minnesota corporation (collectively, "Buyer"); CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, CR Florida, LLC, and Parole CR, LLC (collectively "Seller" and individually a "Seller Entity"); Restaurant Entertainment Group, LLC, an Ohio limited liability company ("REG"), and Clinton R. Field, a resident of Union County, Ohio and Eric Schilder, a resident of Marion County, Ohio ("Owners").

Granite City Food And Brewery Ltd – Amendment No. 1 to Master Asset Purchase Agreement (December 28th, 2011)

This Amendment No. 1 (this Amendment) to the Master Asset Purchase Agreement is dated December 21, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation and Granite City of Maryland, Inc., a Minnesota corporation (collectively, Buyer); CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, CR Florida, LLC, and Parole CR, LLC (collectively Seller and individually a Seller Entity); Restaurant Entertainment Group, LLC, an Ohio limited liability company (REG), and Clinton R. Field, a resident of Union County, Ohio and Eric Schilder, a resident of Marion County, Ohio (Owners).

Granite City Food And Brewery Ltd – Amendment No. 2 to Master Asset Purchase Agreement (December 28th, 2011)

This Amendment No. 2 (this Amendment) to the Master Asset Purchase Agreement is dated December 27, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation and Granite City of Maryland, Inc., a Minnesota corporation (collectively, Buyer); CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, CR Florida, LLC, and Parole CR, LLC (collectively Seller and individually a Seller Entity); Restaurant Entertainment Group, LLC, an Ohio limited liability company (REG), and Clinton R. Field, a resident of Union County, Ohio and Eric Schilder, a resident of Marion County, Ohio (Owners).

Granite City Food And Brewery Ltd – MASTER ASSET PURCHASE AGREEMENT by and Among GRANITE CITY RESTAURANT OPERATIONS, INC. (Buyer) and CR MINNEAPOLIS, LLC, PITTSBURGH CR, LLC, INDY CR, LLC, KENDALL CR LLC, 3720 INDY, LLC, CR NH, LLC, CR FLORIDA, LLC, AND PAROLE CR, LLC (Collectively Seller and Individually Seller) and RESTAURANT ENTERTAINMENT GROUP, LLC (REG) and CLINTON R. FIELD AND ERIC SCHILDER (Owners) Dated November 4, 2011 (November 10th, 2011)

This Master Asset Purchase Agreement (Agreement) is dated November 4, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation (Buyer); CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, CR Florida, LLC, and Parole CR, LLC (collectively Seller and individually a Seller Entity); Restaurant Entertainment Group, LLC (REG), an Ohio limited liability company, and Clinton R. Field, a resident of Union County, Ohio and Eric Schilder, a resident of Marion County, Ohio (Owners).

American Retail Group, Inc. – Master Asset Purchase Agreement (March 31st, 2011)

GROS Chain of Supermarkets LLP, hereinafter referred to as the "Seller", represented by its Director O.Polukhin, acting on the basis of the Articles of Association, on the one part, and

STAIRMASTER ASSET PURCHASE AGREEMENT BETWEEN FIT DRAGON INTERNATIONAL, LTD. (Buyer) AND NAUTILUS, INC. (Seller) December 5, 2009. (March 8th, 2010)

This StairMaster Asset Purchase Agreement (this Agreement) is entered into as of December 5, 2009, by and between Fit Dragon International, Ltd., a British Virgin Islands corporation (Buyer), and Nautilus, Inc., a Washington corporation (Nautilus). Buyer and Nautilus are referred to collectively herein as the Parties.

MASTER ASSET PURCHASE AGREEMENT by and Between SHENZHEN SANS MATERIAL TESTING CO., LTD. SHENZHEN SANS MEASUREMENT TECHNIQUE CO., LTD. SHANGHAI SANS TESTING MACHINE CO., LTD. HUANG ZHIFANG LEI QINGAN ZHAO HEPING AN JIANPING SHANG ZHIXIN and MTS SYSTEMS (SHANGHAI) CO., LTD. April 28, 2008 (October 2nd, 2008)
Master Asset Purchase Agreement Between Franklin Covey Products, Llc and the Selling Companies Identified Herein Made as of May 22, 2008 (May 29th, 2008)

This MASTER ASSET PURCHASE AGREEMENT (this "Agreement") among Franklin Covey Products, LLC, a Utah limited liability company ("Buyer"), Franklin Covey Co., a Utah corporation (the "Company"), Franklin Covey Canada, Ltd., a Canadian corporation, Franklin Covey de Mexico S. de R.L. de C.V., a Mexican company, Franklin Covey Europe, Ltd., a UK registered company, Franklin Covey Client Sales, Inc., a Utah corporation, Franklin Covey Catalog Sales, Inc., a Utah corporation, Franklin Covey Product Sales, Inc., a Utah corporation, and Franklin Covey Printing, Inc., a Utah corporation, is made effective as of May 22, 2008.

Ecc Capital Corp. – MASTER ASSET PURCHASE AGREEMENT Between ENCORE CREDIT CORP. Seller and UBS REAL ESTATE SECURITIES INC. Purchaser Conventional Residential Fixed and Adjustable Rate First or Second Lien Mortgage Loans and REO Properties Dated as of May 1, 2004 (December 17th, 2004)

This Master Asset Purchase Agreement (the Agreement) is entered into as of May 1, 2004 by and between ENCORE CREDIT CORP., a California corporation having an office at 1833 Alton Parkway, Irvine, California 92606 (Seller) and UBS REAL ESTATE SECURITIES INC., a Delaware corporation having an office at 1285 Avenue of the Americas, 11th Floor, New York, New York 10019 (Purchaser).

Master Asset Purchase Agreement (September 13th, 2004)

This MASTER ASSET PURCHASE AGREEMENT (Agreement) made this 7th day of September, 2004 between PhotoMedex, Inc., a Delaware corporation (PHMD), on the one hand, and Stern Laser Srl, an Italian corporation (STERN), on the other hand.