Purchase and Sale Agreement Sample Contracts

Univar Inc. – PURCHASE AND SALE AGREEMENT by and among NEXEO SOLUTIONS, INC., NEON HOLDINGS, INC. and, solely for purposes of Section 13.18, UNIVAR INC. Dated as of February 8, 2019 (March 1st, 2019)

This PURCHASE AND SALE AGREEMENT, dated as of February 8, 2019 (the “Agreement Date”), is made by and between Nexeo Solutions, Inc. a Delaware corporation (“Seller”), Neon Holdings, Inc., a Delaware corporation (“Buyer” and, together with Seller, the “Parties”) and, solely for purposes of Section 13.18, Univar Inc., a Delaware corporation (“Parent”).

CatchMark Timber Trust, Inc. – FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 1st, 2019)

This Fifth Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 29, 2018, by and among CATCHMARK HBU, LLC, a Delaware limited liability company (“HBU”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership (“Southern Timberlands”), CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“TRS”), and CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership (“Texas Timberlands”, and collectively with HBU, TRS and Southern Timberlands, “Seller”), and FOREST INVESTMENT ASSOCIATES L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).

CatchMark Timber Trust, Inc. – SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 1st, 2019)

This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 5, 2018, by and among CATCHMARK HBU, LLC, a Delaware limited liability company (“HBU”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership (“Southern Timberlands”), CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“TRS”), and CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership (“Texas Timberlands”, and collectively with HBU, TRS and Southern Timberlands, “Seller”), and FOREST INVESTMENT ASSOCIATES L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).

Air Transport Services Group, Inc. – PURCHASE AND SALE AGREEMENT BY AND AMONG AIR TRANSPORT SERVICES GROUP, INC. AND THE SELLERS AND THE SELLERS’ REPRESENTATIVE NAMED HEREIN Dated as of October 1, 2018 (March 1st, 2019)
CatchMark Timber Trust, Inc. – FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (March 1st, 2019)

This Fourth Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 26, 2018, by and among CATCHMARK HBU, LLC, a Delaware limited liability company (“HBU”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership (“Southern Timberlands”), CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“TRS”), and CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership (“Texas Timberlands”, and collectively with HBU, TRS and Southern Timberlands, “Seller”), and FOREST INVESTMENT ASSOCIATES L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).

Resource Apartment REIT III, Inc. – PURCHASE AND SALE AGREEMENT WIMBLEDON OAKS APARTMENTS ARLINGTON, TEXAS BETWEEN DFW 5 – WIMBLEDON OAKS, LLC, a Delaware limited liability company AS SELLER AND RESOURCE APARTMENT OP III, LP, a Delaware limited partnership AS PURCHASER December 11, 2018 (March 1st, 2019)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of the 11th day of December, 2018 (the “Effective Date”), is made by and between DFW 5 – WIMBLEDON OAKS, LLC, a Delaware limited liability company (“Seller”), and RESOURCE APARTMENT OP III, LP, a Delaware limited partnership, or its permitted assigns (“Purchaser”).

CatchMark Timber Trust, Inc. – THIRDAMENDMENT TO PURCHASE AND SALE AGREEMENT (March 1st, 2019)

This Third Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into and effective as of November 8, 2018, by and among CATCHMARK HBU, LLC, a Delaware limited liability company (“HBU”), CATCHMARK SOUTHERN TIMBERLANDS II, L.P., a Delaware limited partnership (“Southern Timberlands”), CATCHMARK TRS HARVESTING OPERATIONS, LLC, a Delaware limited liability company (“TRS”), and CATCHMARK TEXAS TIMBERLANDS, L.P., a Texas limited partnership (“Texas Timberlands”, and collectively with HBU, TRS and Southern Timberlands, “Seller”), and FOREST INVESTMENT ASSOCIATES L.P., a Delaware limited partnership (hereinafter referred to as “Purchaser”).

Align Technology Inc – PURCHASE AND SALE AGREEMENT (February 28th, 2019)

day of January, 2019 (the “Effective Date”) by and between SLATER ROAD I, LLC, a Delaware limited liability company (“Seller”), and ALIGN TECHNOLOGY, INC., a Delaware corporation (“Purchaser”).

Ring Energy, Inc. – PURCHASE AND SALE AGREEMENT by and among Wishbone Energy Partners, LLC, Wishbone Texas Operating Company LLC and WB WATERWORKS, LLC as Sellers and RING ENERGY, INC. as Buyer dated FEBRUARY 25, 2019 (February 28th, 2019)

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of the 25th day of February, 2019 (the “Execution Date”), and is by and among (i) Wishbone Energy Partners, LLC, a Delaware limited liability company (“WEP”), Wishbone Texas Operating Company LLC, a Texas limited liability company (“WTOC”), and WB WaterWorks, LLC, a Texas limited liability company (“WBWW,” and together with WEP and WTOC, “Sellers” and individually a “Seller”), and Ring Energy, Inc., a Nevada corporation (“Buyer”). Sellers and Buyer may be referred to collectively as the “Parties” or individually as a “Party.”

Axon Enterprise, Inc. – AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of the 13th day of December, 2018 ("Effective Date"), by and between Apex Park at Pima, L.L.C., an Arizona limited liability company and its assignee under the substitute lease (collectively, "Seller") and Axon Enterprise Holding Company, LLC, a Delaware limited liability company ("Buyer") (sometimes collectively, the "Parties" and individually, a "Party"). RECITALS A. On or about May 30, 2003, Seller entered into that certain business lease (Bus (February 27th, 2019)
Summit Midstream Partners, LP – PURCHASE AND SALE AGREEMENT between Meadowlark Midstream Company, LLC, as Seller Tioga Midstream, LLC, as Tioga and Hess North Dakota Pipelines LLC, as Buyer dated as of February 22, 2019 (February 26th, 2019)

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 22, 2019 (the “Execution Date”), is made and entered into by and among Meadowlark Midstream Company, LLC, a Delaware limited liability company (“Seller”), Tioga Midstream, LLC, a Delaware limited liability company (“Tioga”) and Hess North Dakota Pipelines LLC, a Delaware limited liability company (“Buyer”).  Hess Infrastructure Partners LP, a Delaware limited partnership (“Water Buyer”), is also joining in the execution of this Agreement solely for purposes of acknowledging the provisions and limitations of Section 10.4(c) and for no other purpose (the Parties acknowledge that Water Buyer shall have no liability hereunder).

Summit Midstream Partners, LP – PURCHASE AND SALE AGREEMENT between Meadowlark Midstream Company, LLC, as Seller Tioga Midstream, LLC, as Tioga and Hess Infrastructure Partners LP, as Buyer dated as of February 22, 2019 (February 26th, 2019)

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 22, 2019 (the “Execution Date”), is made and entered into by and among Meadowlark Midstream Company, LLC, a Delaware limited liability company (“Seller”), Tioga Midstream, LLC, a Delaware limited liability company (“Tioga”) and Hess Infrastructure Partners LP, a Delaware limited partnership (“Buyer”). Hess North Dakota Pipelines LLC, a Delaware limited liability company (“Hydrocarbon Buyer”), is also joining in the execution of this Agreement solely for purposes of acknowledging the provisions and limitations of Section 10.4(c) and for no other purpose (the Parties acknowledge that Hydrocarbon Buyer shall have no liability hereunder).

Pennantpark Investment Corp – PURCHASE AND SALE AGREEMENT by and between PENNANTPARK INVESTMENT FUNDING I, LLC, as the Purchaser and PENNANTPARK INVESTMENT CORPORATION, as the Seller Dated as of February 22, 2019 (February 26th, 2019)

THIS PURCHASE AND SALE AGREEMENT, dated as of February 22, 2019, by and between PENNANTPARK INVESTMENT CORPORATION, a Maryland corporation, as the seller (the “Seller”), and PENNANTPARK INVESTMENT FUNDING I, LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).

Summit Healthcare REIT, Inc – PURCHASE AND SALE AGREEMENT (North Carolina Facilities) (February 21st, 2019)

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of this 18th day of January, 2019 (the “Effective Date”), by and between HP SHELBY, LLC, a Delaware limited liability company (“Shelby Seller”), HP HAMLET, LLC, a Delaware limited liability company (“Hamlet Seller”), HP CARTERET, LLC, a Delaware limited liability company (“Carteret Seller”), and HP WINSTON-SALEM, LLC, a Delaware limited liability company (“Winston-Salem Seller”, and collectively with Shelby Seller, Hamlet Seller and Carteret Seller, “Seller”), and AGEMARK ACQUISITION LLC a North Carolina limited liability company (“Buyer”).

Mid-Con Energy Partners, LP – Purchase and Sale Agreement Among Mid-Con Energy Properties, LLC As Buyer And Scout Energy Group IV, LP, Scout Energy Partners IV-A, LP, Scout Energy Group I, LP, Scout Energy Partners I-A, LP, As Sellers February 15, 2019 (February 19th, 2019)
Mid-Con Energy Partners, LP – Purchase and Sale Agreement Among Mid-Con Energy Properties, LLC As Seller And Scout Energy Group IV, LP As Buyer February 15, 2019 (February 19th, 2019)
Cole Office & Industrial REIT (CCIT II), Inc. – CIM Group Announces that Affiliates of Cole Office & Industrial REIT (CCIT II) Have Entered into a Purchase and Sale Agreement for the Disposition of 18 Industrial Properties (February 15th, 2019)

Phoenix, AZ, February 15, 2019 - Certain wholly owned subsidiaries of Cole Corporate Income Operating Partnership II, LP, of which Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II” or the “REIT”), a publicly registered non-listed real estate investment trust (“REIT”) that primarily owns and operates net-lease commercial real estate across the office and industrial sectors, is the sole general partner, and owns, directly or indirectly, 100% of the partnership interests, have entered into a $625.3 million purchase and sale agreement to sell 18 industrial properties to Industrial Logistics Properties Trust (“ILPT”) for $568.3 million in cash and the assumption of a $57.0 million loan by ILPT.

GOLUB CAPITAL BDC, Inc. – PURCHASE AND SALE AGREEMENT by and between GOLUB CAPITAL BDC FUNDING II LLC, as the Purchaser and Golub CAPITAL BDC, INC., as the Transferor Dated as of February 1, 2019 (February 7th, 2019)

THIS PURCHASE AND SALE AGREEMENT, dated as of February 1, 2019, by and between Golub Capital BDC, Inc., a Delaware limited liability company, as the seller (the “Transferor”) and Golub Capital BDC Funding II LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”).

Amazing Energy Oil & Gas, Co. – PURCHASE AND SALE AGREEMENT (February 1st, 2019)

This PURCHASE AND SALE AGREEMENT (“Agreement”), dated this 1st day of January, 2019 (“Execution Date”), is entered into by and between Wyatt Petroleum LLC, and Wyatt Permian, LLC, whose address is 24 Greenway, Suite 600, Houston, TX 77046 (collectively “Seller”) and Amazing Energy, LLC, whose address is 5700 W. Plano Parkway, Suite 3600, Plano, Texas 75093 (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”

Virgin Trains USA LLC – PURCHASE AND SALE AGREEMENT (January 30th, 2019)

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 21st day of November, 2018, by and between the GREATER ORLANDO AVIATION AUTHORITY, with a principal address of One Jeff Fuqua Boulevard, Orlando, FL 32827-4399 (“GOAA”), an agency of the City of Orlando, existing as an independent special district under the laws of the State of Florida, the CENTRAL FLORIDA EXPRESSWAY AUTHORITY, a public corporation of the State of Florida with a principal address of 4974 ORL Tower Road, Orlando, FL 32807 (“CFX”), the CITY OF ORLANDO (the “City”), a Florida Municipal Corporation existing under the laws of the State of Florida with a principal address of 400 South Orange Avenue, Orlando, FL 32801, and ALL ABOARD FLORIDA - OPERATIONS LLC, a Delaware limited liability company authorized to conduct business in Florida, with a principal address 2855 Lejeune Road, 4th Floor, Coral Gables, FL 33134 (“RAIL COMPANY”). GOAA, CFX, CITY and Ra

Caci International Inc /De/ – PURCHASE AND SALE AGREEMENT by and among (January 30th, 2019)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2019, by and among (i) Legos Holdings, LLC, a Delaware limited liability company (“Legos Holdings”), (ii) Legos Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), (iii) CoVant Technologies II LLC - Series LGS, a Delaware limited liability company (“CoVant Series LGS” and, together with Legos Holdings, the “Company Sellers”), (iv) Madison Dearborn Capital Partners VI-C, L.P., a Delaware limited partnership (the “Blocker Seller” and, together with the Company Sellers, the “Sellers”), (v) MDCP Legos Blocker, Inc., a Delaware corporation (“Blocker”), (vi) CACI, Inc. - Federal, a Delaware corporation (“Buyer”), and (vii) Legos Holdings, in its capacity as the initial Seller Representative as set forth in this Agreement. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 9.

Pedevco Corp – PURCHASE AND SALE AGREEMENT BETWEEN MANZANO, LLC AND MANZANO ENERGY PARTNERS II, LLC AS SELLER AND PACIFIC ENERGY DEVELOPMENT CORPORATION AS BUYER January 11, 2019 (January 14th, 2019)

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 11th day of January, 2019, by and between MANZANO, LLC, a New Mexico limited liability company, and MANZANO ENERGY PARTNERS II, LLC, a Delaware limited liability company (collectively "Seller"); and PACIFIC ENERGY DEVELOPMENT CORPORATION, a Nevada corporation (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”

Par Pacific Holdings, Inc. – AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (January 14th, 2019)

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of January 11, 2019 by and among TrailStone NA Oil & Refining Holdings, LLC, a Delaware limited liability company (“Seller”), Par Petroleum, LLC, a Delaware limited liability company (“Buyer”), and Par Pacific Holdings, Inc., a Delaware corporation (“Buyer Parent”). Seller, Buyer and Buyer Parent may be referred to herein each as a “Party” and together as the “Parties.”

Worthington Industries Inc – AMENDMENT NO. 9 Dated as of November 30, 2018 to PURCHASE AND SALE AGREEMENT Dated as of November 30, 2000 (January 9th, 2019)

This AMENDMENT NO. 9 (this “Amendment”), dated as of November 30, 2018, is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO AS REMAINING ORIGINATORS (each, a “Remaining Originator”; and collectively, the “Remaining Originators”), WORTHINGTON TORCH, LLC, an Ohio limited liability company (the “Released Originator”), and WORTHINGTON RECEIVABLES CORPORATION, a Delaware corporation (the “Company”).

RREEF Property Trust, Inc. – ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (January 2nd, 2019)

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made and entered into as of December 13, 2018, by and between RREEF America L.L.C., a Delaware limited liability company (the “Original Purchaser”), as assignor, and RPT Elston Plaza, LLC, a Delaware limited liability company (the “Assuming Purchaser”), as assignee.

RREEF Property Trust, Inc. – PURCHASE AND SALE AGREEMENT (January 2nd, 2019)

This PURCHASE AND SALE AGREEMENT (the “Agreement”), is made and entered into as of December 5, 2018 (the “Effective Date”), by and between IRC ELSTON PLAZA, L.L.C., a Delaware limited liability company (“Seller”) and RREEF AMERICA L.L.C., a Delaware limited liability company (“Buyer”).

ProPetro Holding Corp. – PURCHASE AND SALE AGREEMENT by and among PIONEER NATURAL RESOURCES PUMPING SERVICES LLC as Seller, PIONEER NATURAL RESOURCES USA, INC. and PROPETRO HOLDING CORP. as Buyer Dated as of November 12, 2018 (January 2nd, 2019)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 12, 2018 (the “Execution Date”), is by and among Pioneer Natural Resources Pumping Services LLC, a Delaware limited liability company (“Seller”), Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer”), and ProPetro Holding Corp., a Delaware corporation (“Buyer”). Seller, Pioneer and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Viking Energy Group, Inc. – COLLATERAL AGREEMENT TO PURCHASE AND SALE AGREEMENT (December 31st, 2018)

THIS COLLATERAL AGREEMENT TO PURCHASE AND SALE AGREEMENT (this “Collateral Agreement”), dated as of December 26, 2018 (the “Execution Date”), is by and between Bodel Holdings, L.L.C., Cleveland Holdings, L.L.C., Delbo Holdings, L.L.C., DeQuincy Holdings, L.L.C., Gulf Coast Working Partners, L.L.C., Oakley Holdings, L.L.C., SamJam Energy, L.L.C., and Perry Point Holdings, L.L.C. (individually, each a “Seller” and collectively, “Sellers,” or individually, a “Seller Party”), and Viking Energy Group, Inc., a Nevada corporation (“Purchaser”). Sellers and Purchaser, or both of them, may be referred to herein as a “Party,” or collectively as the “Parties.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the PSA (as defined below).

CorEnergy Infrastructure Trust, Inc. – PURCHASE AND SALE AGREEMENT by and among LCP OREGON HOLDINGS, LLC, CORRIDOR PRIVATE HOLDINGS, INC. and ZENITH ENERGY TERMINALS HOLDINGS LLC DECEMBER 21, 2018 (December 28th, 2018)
FC Global Realty Inc – DST PURCHASE AND SALE AGREEMENT (December 28th, 2018)

OMNIBUS SALE AGREEMENT, dated as of May 29, 2018 (this “Agreement”), by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware Limited Partnership, and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the “REIT”).

FC Global Realty Inc – DST PURCHASE AND SALE AGREEMENT (December 28th, 2018)

OMNIBUS SALE AGREEMENT, dated as of May 29, 2018 (this “Agreement”), by and among FIRST CAPITAL REAL ESTATE OPERATING PARTNERSHIP, LP, a Delaware Limited Partnership, and GADSDEN GROWTH PROPERTIES, INC., a Maryland corporation (the “REIT”), and GADSDEN GROWTH PROPERTIES, LP, a Delaware limited partnership (“OPCO”).

FC Global Realty Inc – PURCHASE AND SALE AGREEMENT (December 28th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), made as of the Effective Date (as defined in Section 1.2), by and between Jesse Avenue, LLC, a California limited liability company (“Jesse”) Roseville Road, LLC, a California limited liability company (“Roseville”) (collectively, Jesse and Roseville shall hereinafter be referred to as “Seller”) having an office at 410 Park Avenue, New York, New York and Gadsden Growth Properties, Inc., a Maryland Corporation (the “Buyer”) having an office at 15150 N. Hayden Road, Suite 220, Scottsdale, Arizona 85260.

Integra Lifesciences Holdings Corp – PURCHASE AND SALE AGREEMENT (December 28th, 2018)

This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 21, 2018 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), INTEGRA LIFESCIENCES SALES LLC, a Delaware limited liability company (“Integra Sales”), as initial Servicer (as defined below), and INTEGRA RECEIVABLES LLC, a Delaware limited liability company (the “Buyer”).

Lamar Media Corp/De – PURCHASE AND SALE AGREEMENT Dated as of December 18, 2018 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, LAMAR MEDIA CORP., as Servicer, and LAMAR QRS RECEIVABLES, LLC, as Buyer (December 21st, 2018)

This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 18, 2018 is entered into among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (the “Originators” and each, an “Originator”), LAMAR MEDIA CORP., a Delaware corporation, as initial Servicer (as defined below) (“Lamar”), and LAMAR QRS RECEIVABLES, LLC, a Delaware limited liability company (the “Buyer”).

Strategic Storage Trust IV, Inc. – PURCHASE AND SALE AGREEMENT (December 21st, 2018)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed by and between 99 Evergreen, LLC, a New Jersey limited liability company (“Seller”), and SST IV Acquisitions, LLC, a Delaware limited liability company (“Purchaser”).