Purchase And Sale Agreement Sample Contracts

Golub Capital BDC, Inc. – Purchase and Sale Agreement (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").

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. – 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 Investments 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).

Tortoise Capital Resources Corporation – 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)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of December 21, 2018 ("Effective Date"), by and among LCP OREGON HOLDINGS, LLC, a Delaware limited liability company ("Seller"); ZENITH ENERGY TERMINALS HOLDINGS LLC, a Delaware limited liability company, formerly known as Arc Terminals Holdings LLC ("Purchaser"); and Corridor Private Holdings, Inc., a Delaware corporation ("CORR").

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").

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").

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.

Sharing Services, Inc. – Receipts Purchase and Sale Agreement (December 13th, 2018)
PURCHASE AND SALE AGREEMENT by and Between CBS BROADCASTING INC., a New York Corporation Seller and TELEVISION CITY EQUITY, LLC, a Delaware Limited Liability Company Buyer With Escrow Instructions for FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska Corporation Escrow Agent (December 11th, 2018)
Inland Residential Properties Trust, Inc. – Purchase and Sale Agreement (Commons at Town Center, Vernon Hills, Illinois) (December 7th, 2018)

THIS PURCHASE AND SALE AGREEMENT is dated as of December 4, 2018 (the "Effective Date"), by and between IRESI VERNON HILLS COMMONS, L.L.C., a Delaware limited liability company ("Seller"), having an address c/o Inland Residential Properties Trust, Inc., 2901 Butterfield Road, Oak Brook, Illinois 60523, Attention: Daniel Zatloukal, e-mail address: Daniel.zatloukal@inlandgroup.com (with copies to: The Inland Real Estate Group, LLC, Law Department, 2901 Butterfield Road, Oak Brook, Illinois 60523, Attention: David Neboyskey, Esq., email: dneboyskey@inlandgroup.com) and FPA MULTIFAMILY, LLC. a California limited liability company ("Buyer"), having an address of 2082 Michelson Drive, Suite 400, Irvine CA 92612, Attn: Michael B. Earl, email: mearl@trinity-pm.com with a copy to Sayer Sweeney, ssweeney@fpamf.com.

Plymouth Industrial REIT Inc. – Purchase and Sale Agreement (November 27th, 2018)

This Purchase and Sale Agreement (this "Agreement"), dated as of November 1, 2018 (the "Effective Date"), is made by and among the sellers set forth on Exhibit A-1 (collectively, "Seller"), and Plymouth Industrial REIT Inc., a Maryland corporation ("Buyer").

Pattern Energy Group Inc. – PURCHASE AND SALE AGREEMENT by and Among (November 27th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of November 20, 2018, is made by and among Pattern Energy Group Inc., a Delaware corporation ("PEGI"), Vertuous Energy LLC, a Delaware limited liability company ("PSP," each of PSP and PEGI, a "Purchaser," and together, "Purchasers"), and Pattern Energy Group 2 LP, a Delaware limited partnership ("Seller"). Capitalized terms used in this Agreement shall have the respective meanings specified in Appendix A-1 attached hereto.

Kimbell Royalty Partners, LP – PURCHASE AND SALE AGREEMENT Among RIVERCREST CAPITAL PARTNERS LP, KIMBELL ART FOUNDATION, RIVERCREST ROYALTIES HOLDINGS II, LLC, CUPOLA ROYALTY DIRECT, LLC, KIMBELL ROYALTY PARTNERS, LP and KIMBELL ROYALTY OPERATING, LLC Dated as of November 20, 2018 (November 23rd, 2018)

THIS PURCHASE AND SALE AGREEMENT (this Agreement), dated as of November 20, 2018 (the Execution Date), is among Rivercrest Capital Partners LP, a Delaware limited partnership (Rivercrest Capital), Kimbell Art Foundation, a Texas non-profit corporation (the Foundation), Cupola Royalty Direct, LLC, a Delaware limited liability company (Cupola and, together with Rivercrest Capital and the Foundation, the Asset Sellers), Rivercrest Royalties Holdings II, LLC, a Delaware limited liability company (Equity Seller and, together with the Asset Sellers, Sellers), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer), and Kimbell Royalty Operating, LLC, a Delaware limited liability company (Opco and, together with Buyer, Buyer Parties). Sellers and Buyer Parties are sometimes referred to herein individually as a Party and collectively as the Parties.

Cardinal Ethanol LLC – Amendment No. 3 to Ethanol Purchase and Sale Agreement Between Cardinal Ethanol, Llc and Murex N.A., Ltd. Dated December 18, 2006 (November 21st, 2018)

THIS AMENDMENT NO. 3 TO the ETHANOL PURCHASE AND SALE AGREEMENT ("Amendment") is made and entered into as of this twenty-seventh (27th) day of July, 2018 (the "Signing Date") by and between Murex LLC, a Texas limited liability company ("Murex"), (successor in interest to Murex N.A., Ltd.), located at 7160 North Dallas Parkway, Suite 300, Plano, Texas 75024, and Cardinal Ethanol, LLC, an Indiana limited liability company ("Cardinal"), located at 1554 N. 600 E., Union City, IN 47390.

Natural Resource Partners Lp – Purchase and Sale Agreement (November 20th, 2018)

This PURCHASE AND SALE AGREEMENT, dated as of November 16, 2018 (this "Agreement"), is entered into by and between NRP (Operating) LLC, a Delaware limited liability company ("Seller"), and VantaCore Intermediate Holding, LLC, a Delaware limited liability company ("Buyer").

Advanced Emissions Solutions, Inc. – PURCHASE AND SALE AGREEMENT by and Among Energy Capital Partners I, LP, Energy Capital Partners I-A, LP, Energy Capital Partners I-B IP, LP, Energy Capital Partners I (Crowfoot IP), LP, and Carbon Solutions Management, LLC, as Sellers, and Advanced Emissions Solutions, Inc., as Purchaser, Dated as of November 15, 2018 (November 15th, 2018)

This Purchase and Sale Agreement (this "Agreement"), dated as of November 15, 2018 (the "Execution Date"), is made and entered into by and among Energy Capital Partners I, LP, a Delaware limited partnership ("ECP I," or the "Sellers' Representative"), Energy Capital Partners I-A, LP, a Delaware limited partnership ("ECP I-A"), Energy Capital Partners I-B IP, LP, a Delaware limited partnership ("ECP I-B"), Energy Capital Partners I (Crowfoot IP), LP, a Delaware limited partnership ("ECP Crowfoot" and, together with ECP I, ECP I-A and ECP I-B, the "ECP Sellers"), Carbon Solutions Management, LLC, a Delaware limited liability company ("Carbon Solutions Management" and, together with the ECP Sellers, "Sellers") and Advanced Emissions Solutions, Inc., a Delaware corporation ("Purchaser").

Pleasant Kids, Inc. – Purchase and Sale Agreement ("Agreement") (November 15th, 2018)
Hines Global Reit II, Inc. – PURCHASE AND SALE AGREEMENT Venue Museum District Apartments and Vacant Land (November 14th, 2018)

This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of August ____, 2018 (the "Effective Date") by and between GRAYCO LUI MUSEUM INVESTMENT 2006 LP, a Texas limited partnership (the "Apartment Seller") and GRAYCO LUI MUSEUM INVESTMENT II LP, a Texas limited partnership (the "Vacant Land Seller" and, together with the Apartment Seller, the "Seller"), and HGIT 5353 Fannin LP, a Texas limited partnership ("Apartment Purchaser"), and HGIT 5353 Fannin Lot Parcel, Inc., a Delaware corporation ("Vacant Land Purchaser"; and collectively with Apartment Purchaser, "Purchaser").

You On Demand Holdings Inc – Purchase and Sale Agreement the State of Connecticut Acting by and Through the University of Connecticut Seven Stars Cloud Group, Inc. July 10, 2018 (November 14th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") dated as of the l0th day of July, 2018, is made by and between THE STATE OF CONNECTICUT, ACTING BY AND THROUGH THE UNIVERSITY OF CONNECTICUT, a constituent unit of the state system of public higher education of the State of Connecticut, having an address at 352 Mansfield Road, Unit 2122, Storrs, Connecticut 06269 (the "Seller") and SEVEN STARS CLOUD GROUP, INC., a Nevada corporation, having a business address of 55 Broadway, 19th Floor, New York, NY 10007 (the "Purchaser"). The date that this Agreement is approved by the Attorney General of the State of Connecticut, as evidenced by his signature and dating below, shall constitute the "Effective Date" as used herein.

Hines Global REIT, Inc. – MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT by and Between (November 14th, 2018)
Vantage Energy Acquisition Corp. – PURCHASE AND SALE AGREEMENT by and Among QEP ENERGY COMPANY as Seller and VANTAGE ACQUISITION OPERATING COMPANY, LLC as Buyer and VANTAGE ENERGY ACQUISITION CORP. As Buyer Parent Dated November 6, 2018 (November 7th, 2018)
Adams Resources & Energy – PURCHASE AND SALE AGREEMENT BY AND BETWEEN ARB OKLAHOMA HOLDINGS, LLC AS SELLER AND GULFMARK ENERGY, INC. AS BUYER Dated as of August 15, 2018 (November 7th, 2018)

PageARTICLE I. DEFINITIONS1 Section 1.1Definitions1 Section 1.2Definitions and Construction Provisions7 ARTICLE II. PURCHASE AND SALE OF THE COMPANY INTERESTS7 Section 2.1Purchase and Sale of the Company Interests7 Section 2.2Payment of the Purchase Price7 Section 2.3Purchase Price Adjustment8 Section 2.4U.S. Federal Income Tax Allocation9 ARTICLE III. CLOSING9 Section 3.1Closing9 Section 3.2Closing Deliveries9 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER10 Section 4.1Valid Organization10 Section 4.2Authorization11 Section 4.3Qualification11 Section 4.4No Violation11 Section 4.5Consents11 Section 4.6Capitalization11 Section 4.7Purchased Assets12 Section 4.8Real Property12 Section 4.9Equity Interests12 Section 4.10Compliance with Law12 Section 4.11No Debt or Liabilities12 Section 4.12Absence of Certain Changes12 Section 4.13Environmental Matters13 Section 4.14Material Contracts13 Section 4.15Legal Proceedings14 Section 4.16Permits14 Section 4.17Taxes14 Section 4.18Business Emplo

CatchMark Timber Trust, Inc. – Purchase and Sale Agreement (November 1st, 2018)

THIS AGREEMENT (this "Agreement") is made as of August 20, 2018 (the "Effective Date"), 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") and FIRST AMERICAN TITLE INSURANCE COMPANY (hereinafter referred to as "Title Company" and "Escrow Agent");

A.H. Belo Corp. – PURCHASE AND SALE AGREEMENT by and Between THE DALLAS MORNING NEWS, INC., as Seller, and 508 YOUNG ACQUISITION LP, as Purchaser (October 29th, 2018)
Amazing Energy Oil & Gas, Co. – Purchase and Sale Agreement (October 22nd, 2018)

This PURCHASE AND SALE AGREEMENT ("Agreement"), dated this 12th day of October, 2018 ("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, Suite 3600, Plano, TX 75093 ("Buyer"). Seller and Buyer may be referred to individually as a "Party" or collectively as the "Parties."

Growlife, Inc. – Purchase and Sale Agreement (October 18th, 2018)

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of October 10, 2018 (the "Effective Date"), by and among GrowLife, Inc., a Delaware corporation ("Buyer") on the one hand, and EZ Clone Enterprises, Inc.., a California corporation (the "Company"), Brad Mickelsen, individually and in his capacity as a shareholder ("Mr. Mickelsen") and William Blackburn, individually and in his capacity as a shareholder ("Mr. Blackburn") Mr. Mickelsen and Mr. Blackburn sometimes individually referred to as a "Seller" and collectively as the "Sellers." The Buyer and Sellers may hereinafter be referred independently as "Party" or collectively as the "Parties". Capitalized terms used herein are defined in the text.

Retrospettiva Inc – Note Purchase and Sale Agreement (October 16th, 2018)

This Note Purchase and Sale Agreement (the "Agreement") is entered into as of December 16, 2016, by and between Ammo, Inc., a Delaware corporation ("Buyer") and Mansfield, LLC, a Delaware limited liability company ("Seller") with reference to the following:

Enzo Biochem, Inc. – Purchase and Sale Agreement (October 15th, 2018)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 21st day of August, 2018 by and between BUILDING BLOCKS REALTY CO. LLC ("Seller"), having an address 118 Eagles Crest, Unit 118, Manhasset, New York, and ENZO REALTY LLC, a New York limited liability company ( "Purchaser"), having an address at 527 Madison Avenue, New York, New York.

Amendment No. 1 and Joinder to Purchase and Sale Agreement (October 2nd, 2018)
Tropicana Entertainment Inc. – Amendment No. 1 and Joinder to Purchase and Sale Agreement (October 1st, 2018)

This AMENDMENT NO. 1 AND JOINDER to Purchase and Sale Agreement (this Amendment) is entered into, effective as of October 1, 2018, by and among Tropicana Entertainment Inc., a Delaware corporation (the Company), GLP Capital, L.P., a Pennsylvania limited partnership (Gamma) and Eldorado Resorts, Inc., a Nevada corporation (Parent).

Everett SpinCo, Inc. – Second Amendment to the Purchase and Sale Agreement (September 27th, 2018)
Consolidated Edison – PURCHASE AND SALE AGREEMENT Between Sempra Solar Portfolio Holdings, LLC as Seller and CED Southwest Holdings, Inc. As Buyer Dated as of September 20, 2018 (September 20th, 2018)
Royale Energy Holdings, Inc. – PURCHASE AND SALE AGREEMENT by and Between WEST COAST ENERGY PROPERTIES, Limited Partnership, a Texas Limited Partnership, and ROYALE ENERGY, INC a Delaware Corporation (September 20th, 2018)

This Purchase and Sale Agreement ("Agreement") is made as of September 18, 2018 by and between WEST COAST ENERGY PROPERTIES, Limited Partnership, a Texas limited partnership and hereinafter sometimes referred to collectively as "WCEP" or "Seller", and ROYALE ENERGY, INC., a Delaware corporation, hereinafter sometimes referred to as "Royale" or its designee "Purchaser".