Asset Purchase and Contribution Agreement Sample Contracts
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among CINDAT MANHATTAN HOTEL PORTFOLIO (US) LLC, CINDAT HERSHA OWNER JV LLC, CINDAT HERSHA LESSEE JV LLC, MAIDEN HOTEL LLC, HHLP WALL STREET LESSEE, LLC, HCIN NYC OWNER, LLC, and HCIN NYC LESSEE, LLC...Asset Purchase and Contribution Agreement • February 4th, 2016 • Hersha Hospitality Trust • Real estate investment trusts • New York
THIS BILL OF SALE (this “Bill of Sale”), dated as of ___________, 2016 (the “Effective Date”), by and between , a limited liability company (“Seller”), in favor of , a Delaware limited liability company (“Purchaser”) (collectively, the “Parties” and individually, “Party”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT DATED AS OF JUNE 4, 2012 BY AND AMONG ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., ACS WIRELESS, INC., GENERAL COMMUNICATION, INC., GCI WIRELESS HOLDINGS, LLC AND THE ALASKA WIRELESS NETWORK, LLCAsset Purchase and Contribution Agreement • October 4th, 2012 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of June 4, 2012, by and among Alaska Communications Systems Group, Inc., a Delaware corporation (“ACS”), ACS Wireless, Inc., an Alaska corporation (“ACS Member”), General Communication, Inc., an Alaska corporation (“GCI”), GCI Wireless Holdings, LLC, an Alaska limited liability company (the “GCI Member”) and The Alaska Wireless Network, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings given such terms in Section 1.
ASSET PURCHASE AND CONTRIBUTION AGREEMENT dated as of December 22, 2005 among SUPERNUS PHARMACEUTICALS, INC., SHIRE LABORATORIES INC. and SHIRE PLCAsset Purchase and Contribution Agreement • March 16th, 2012 • Supernus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
AGREEMENT dated as of December 22, 2005 among Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”), Shire Laboratories Inc., a Delaware corporation (“SLI”) and Shire plc, a company incorporated under the laws of England and Wales (“Guarantor”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONGAsset Purchase and Contribution Agreement • May 15th, 2019 • Priority Technology Holdings, Inc. • Services-business services, nec • New York
made and entered into as of March 22, 2019 by and among YapStone, Inc., a Delaware corporation (“Seller”), Priority Real Estate Technology, LLC, a Delaware limited liability company (“Purchaser”) and, solely for purposes of Section 6.6, Section 8.5, Section 8.8, Section 8.11 and Section 8.12, Priority Technology Holdings, Inc., a Delaware corporation (“Parent”). Capitalized terms used herein not otherwise defined have the meanings ascribed to them in Section 1.1.
August 13, 1999 Republic Technologies International, LLC 3770 Embassy Parkway Akron, Ohio 44333 Lorain Tubular Company, LLC c/o USX Corporation 600 Grant Street Pittsburgh, Pennsylvania 15219 Kobe Steel, Ltd. 10-26 Wakinohamacho 2-Chome Chuo-Ku, Kobe...Asset Purchase and Contribution Agreement • November 22nd, 1999 • Rti Capital Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York
ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • July 17th, 2020 • LMP Automotive Holdings, Inc. • Retail-auto dealers & gasoline stations • Georgia
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the date of the last signature to this Agreement (the “Effective Date”), by and among LMP AUTOMOTIVE HOLDINGS, INC., a Delaware corporation, and or its assigns, with a mailing address for purposes of notices hereunder of c/o Sam Tawfik, 601 North State Road 7, Plantation, Florida 33317 (“Purchaser”), NEWNAN IMPORTS, INC., a Georgia corporation, with a mailing address for purposes of notices hereunder of c/o Walt Gutierrez, 28 Rose Arbor Court, Newnan, Georgia 30265 (the “Seller”), and WALT GUTIERREZ, an individual resident of Georgia, with a mailing address for purposes of notices hereunder of 28 Rose Arbor Court, Newnan, Georgia 30265 (the “Shareholder”). The Purchaser, Seller, and Shareholder may each be referred to herein as a “Party” or collectively as the “Parties.”
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among Potter’s Professional Lawn Care, LLC, Potter’s professional lawn care, Inc., nina Potter fernandez, AND Grant PotterAsset Purchase and Contribution Agreement • February 3rd, 2020 • Andover National Corp • Services-business services, nec • Delaware
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2020, by and among Potter’s Professional Lawn Care, LLC, a Delaware limited liability company (“Buyer”), Potter’s Professional Lawn Care, Inc., a Florida corporation (“Seller”) and the Shareholders (defined below).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC, Elco Landmark Residential Holdings II LLC and Landmark Apartment Trust of America Holdings, L.P. Dated as of March...Asset Purchase and Contribution Agreement • March 19th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts • Virginia
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 13, 2013, by and among LANDMARK APARTMENT TRUST OF AMERICA HOLDINGS, L.P., a Virginia limited partnership (“Buyer”), ELCO LANDMARK RESIDENTIAL MANAGEMENT LLC, a Delaware limited liability company (“Seller”), ELCO LANDMARK RESIDENTIAL HOLDINGS LLC a Delaware limited liability company (“ELRH”) and ELCO LANDMARK RESIDENTIAL HOLDINGS II LLC, a Delaware limited liability company (“ELRH II”). Buyer, Seller, ELRH and ELRH II are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”
ASSET PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG HOPE THERAPEUTICS, INC., HTX MANAGEMENT COMPANY, LLC KADIMA NEUROPSYCHIATRY INSTITUTE, MEDICAL CORP., KADIMA HOLDINGS, INC.Asset Purchase and Contribution Agreement • May 15th, 2025 • NRX Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of May 9, 2025 (the “Effective Date”), is by and among (a) HOPE THERAPEUTICS, INC., a Delaware corporation (“Parent”), (b) HTX MANAGEMENT COMPANY, LLC, a Delaware limited liability company (“Purchaser”), (c) KADIMA NEUROPSYCHIATRY INSTITUTE, MEDICAL CORP., a California professional corporation (“Practice”), (d) KADIMA HOLDINGS, INC., a California corporation (“Holdco”, together with Practice shall be referred to hereafter together as “Seller”) and (d) DAVID FEIFEL, M.D., PH.D. (“Feifel”). Holdco, Practice and Feifel are referred to collectively herein as the “Seller Parties”. The Purchaser and the Seller Parties are referred to collectively herein as the “Parties”.
Asset Purchase and Contribution Agreement by and among Bitwise Investment Advisers, LLC, Bitwise Bitcoin ETF, Osprey Funds, LLC, and Osprey Bitcoin Trust Dated as of August 26, 2024Asset Purchase and Contribution Agreement • October 8th, 2024 • Bitwise Bitcoin ETF • Commodity contracts brokers & dealers • Delaware
This Asset Purchase and Contribution Agreement (this “Agreement”), dated as of August 26, 2024, is entered into between Osprey Bitcoin Trust, a Delaware statutory trust (“Contributor”), Osprey Funds, LLC, a Delaware limited liability company, as sponsor to Contributor (“Contributor Sponsor” together with Contributor, the “Contributor Parties” and each a “Contributor Party”), Bitwise Bitcoin ETF, a Delaware statutory trust (“Buyer”), and Bitwise Investment Advisers, LLC, a Delaware limited liability company, as sponsor to Buyer (“Buyer Sponsor” together with Buyer, the “Buyer Parties” and each a “Buyer Party”). Capitalized terms used in this Agreement have the meanings given to such terms herein, as such definitions are identified in Exhibit A attached hereto. Each Buyer Party, and/or each Contributor Party, individually or collectively, as the case may be, may sometimes be referred to herein as a “Party” and, collectively, as the “Parties”.
ASSET PURCHASE AND CONTRIBUTION AGREEMENT July 16, 2025Asset Purchase and Contribution Agreement • July 22nd, 2025 • Cantor Equity Partners I, Inc. • Blank checks • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of the date first written above by and among BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Contributor”) and BSTR Newco, LLC, a Delaware limited liability company (“Newco” and, together with Contributor, the “Parties”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the BCA (as defined below);
AMENDED AND RESTATED ASSET PURCHASE AND CONTRIBUTION AGREEMENT dated as of January 25, 2013 by and among CHEMTURA CORPORATION, SK BLUE HOLDINGS, LTD. andAsset Purchase and Contribution Agreement • January 28th, 2013 • Chemtura CORP • Plastic material, synth resin/rubber, cellulos (no glass) • New York
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among LIQUIDMETAL TECHNOLOGIES, INC. and LIQUIDMETAL COATINGS, LLC. July 24, 2007Asset Purchase and Contribution Agreement • July 27th, 2007 • Liquidmetal Technologies Inc • Chemicals & allied products • Delaware
THIS OPERATING AGREEMENT (“Agreement”) is hereby entered into effective as of the 24th day of July, 2007, by and between the persons identified as Members on Exhibit “A” attached hereto and executing this Agreement on the signature pages hereof (each of whom is sometimes hereinafter referred to individually as a “Member” and collectively as “Members”) and LIQUIDMETAL COATINGS, LLC, a Delaware limited liability company (the “Company”).
AMENDMENT NO. 1 TO ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • December 12th, 1995 • Indenet Inc • Non-operating establishments
ASSET PURCHASE AND CONTRIBUTION AGREEMENT dated as of December 22, 2005 among SUPERNUS PHARMACEUTICALS, INC., SHIRE LABORATORIES INC. and SHIRE PLCAsset Purchase and Contribution Agreement • March 8th, 2021 • Supernus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
collectively as “Proprietary Subject Matter”. I have made full and prompt disclosure in writing to an official of the Company of all Proprietary Subject Matter made or conceived during the term of my employment with the Company. At the request and expense of the Company, but without further compensation to me, I shall do such acts, and execute, acknowledge and deliver all such papers, including without limitation patent applications, as may be necessary or desirable in the sole discretion of the Company to obtain, maintain, protect or vest in applications, patents, copyrights or other proprietary rights of any kind relating thereto, in all countries of the world; including rendering such assistance as the Company may request in any contemplated or pending litigation, patent office proceeding, or other proceeding.
ASSET PURCHASE AND CONTRIBUTION AGREEMENT AMONG CALAVO GROWERS, INC., a California Corporation, CALAVO SALSA LISA, LLC, a Delaware limited liability company, LISA’S SALSA COMPANY, a Minnesota corporation, AND ELIZABETH NICHOLSON AND ERIC NICHOLSON...Asset Purchase and Contribution Agreement • March 11th, 2010 • Calavo Growers Inc • Agricultural services • Delaware
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of February 8, 2010, and effective as set forth in Article 6, by and among Calavo Growers, Inc., a California corporation (“Calavo”), Calavo Salsa Lisa, LLC, a Delaware limited liability company (“Purchaser”), Lisa’s Salsa Company, a Minnesota corporation (“Company”) and Elizabeth Nicholson and Eric Nicholson (the “Shareholders,” and together with Company, the “Sellers”).
SECOND AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • December 27th, 2013 • Landmark Apartment Trust of America, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT (“Second Amendment”) is made and entered into as of December 20, 2013, by and among Landmark Apartment Trust of America Holdings, L.P. (“LATA OP”), Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II LLC. All capitalized terms used but not defined herein shall have the meaning given such term in the Agreement (as defined below).
EX-10.3 4 dex103.htm ASSET PURCHASE AND CONTRIBUTION AGREEMENT ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • May 5th, 2020 • Delaware
This Asset Purchase and Contribution Agreement, dated as of April 16, 2007 (this “Agreement”), is by and between Saflink Corporation, a Delaware corporation (“Saflink”) and FLO Corporation, a Delaware corporation (the “Company”) and wholly-owned subsidiary of Saflink. All capitalized terms have the meanings ascribed to such terms in Article I or as otherwise defined herein.
FIRST AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • March 24th, 2015 • Landmark Apartment Trust, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENT (“First Amendment”) is made and entered into as of May 2, 2013, by and among Landmark Apartment Trust of America Holdings, L.P., Elco Landmark Residential Management LLC, Elco Landmark Residential Holdings LLC and Elco Landmark Residential Holdings II LLC. All capitalized terms used but not defined herein shall have the meaning given such term in the Agreement (as defined below).
AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • October 2nd, 2012 • Gci Inc • Communications services, nec • Delaware
This AMENDMENT (this “Amendment”), dated as of October 1, 2012, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (“ACS”), ACS Wireless, Inc., an Alaska corporation
ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • December 17th, 2020 • BOSTON OMAHA Corp • Real estate operators (no developers) & lessors • Colorado
This Asset Purchase and Contribution Agreement (this “Agreement”) is entered into as of December 11, 2020 by and among (i) Utah Broadband, LLC, a Utah limited liability company (the “Company” or the “Seller”); (ii) Alpine Networks, Inc., a Utah corporation (the “Alpine Owner”) and The Community Trust of Utah, a Utah charitable trust u/a/d September 26, 2017 (the “Donee Owner” and, together with the Alpine Owner, the “Owners”); (iii) Steven C. McGhie, individually (“McGhie”) and in his capacity as representative of the Seller Parties (the “Seller Representative”); and (iv) FIF Utah LLC, a Delaware limited liability company (the “Purchaser”).
BY AND AMONGAsset Purchase and Contribution Agreement • May 9th, 2007 • Leucadia National Corp • Lumber & wood products (no furniture) • New York
AMENDMENT TO ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • October 2nd, 2012 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
This AMENDMENT (this “Amendment”), dated as of October 1, 2012, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (“ACS”), ACS Wireless, Inc., an Alaska corporation (“ACS Member”), General Communication, Inc., an Alaska corporation (“GCI”), GCI Wireless Holdings, LLC, an Alaska limited liability company (the “GCI Member”), and The Alaska Wireless Network, LLC, a Delaware limited liability company (the “Company”). Each of ACS, ACS Member, GCI, GCI Member and the Company are referred to individually herein as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AND CONTRIBUTION AGREEMENTAsset Purchase and Contribution Agreement • March 16th, 2010 • Stoneridge Inc • Motor vehicle parts & accessories • Michigan
This Asset Purchase and Contribution Agreement (this “Agreement”) is entered into as of October 9, 2009, by and among Stoneridge, Inc., an Ohio corporation (“Stoneridge”), Bolton Conductive Systems, LLC, a Michigan limited liability company (“Old BCS”), Martin Kochis (“Kochis”), Joseph Malecke (“Malecke”), Bolton Investments, LLC, a Michigan limited liability company (each of Kochis, Malecke and Bolton Investments, LLC, a “Member” and together the “Members” of Old BCS), William Bolton (“Bolton”), the sole member and owner of Bolton Investments, LLC, and New Bolton Conductive Systems, LLC, a Michigan limited liability company (“New BCS”).