Agreement) with Herbalife. Asset Purchase Agreement 4 This Court ûnds that the Asset Purchase Agreement between DELCORA and AQUA is a legal and enforceable contract, not in Violation of the Municipallty Authorltles Act, public policy, or any other applicable law This Court further ûnds that the Asset Purchase Agreement is authorized by Sections 5607, 5619, and 5622 of the Asset purchase agreement—intra-group reorganisation. This applies to instruments executed on or after 13 June 2008 but not later than 31 December 2020. ELECTRONICALLY FILED-2020 September 4 3:12 PM-SCPSC-Docket # 2020-225-WS-Page 2 of 53 ASSET. PURCHASE AND SALE OF ASSETS. ASSET PURCHASE AGREEMENT. 2 The lone exception with respect to statutory requirements under Section 214 of the Act is that Program Materials. ASSET PURCHASE AGREEMENT . LS. The sale of assets refers to a company that decides to sell its assets, whether material or intangible, in contrast to the sale of the entire business as part of a business sale contract. This ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 11, 2020 by and among Silicon Laboratories Inc., a Delaware corporation (“Parent”), Silicon Laboratories International Pte. This Precedent is an asset purchase agreement (APA) to be used in the context of an intra-group reorganisation, recording the terms and conditions of a sale and purchase of the business and assets of a private limited company. RESOLUTION APPROVING ASSET PURCHASE AGREEMENT AND OPERATING AND TRANSITION SERVICES AGREEMENT ... General Statutes of North Carolina Section 159-80 et seq. The assets were identified in Exhibit A to the Purchase Agreement. March 9, 2021 . Entry into a Material Definitive Agreement. • The terms of this purchase agreement set the minimum floor for the price for the assets and the structure of the transaction The Transaction is expected to close in the first quarter of 2020, subject to the satisfaction or waiver of customary closing conditions set forth in the purchase agreement… Asset sales are extremely common for businesses and it is important that there is a heritage agreement to avoid future misunderstandings and conflicts. No. Seller owns and operates Class A television broadcast station W27EB-D, Sugar Grove, Illinois (FCC … A reverse repurchase agreement is the purchase of securities with the agreement to sell them at a higher price at a specific future date. Read full article. Conducted on Thursday, August 20, 2020. certain Asset Purchase Agreement, attached hereto as Exhibit 1, dated as of October 15, 2020, between Brahman DIP Lender, LLC, and its permitted successors and assigns (the “ Purchaser ”), and the Debtors (as amended or otherwise modified from time to time and including all related carrier to another carrier, is a sale of assets and shall be treated as an assignment, which requires prior Commission approval under this section”); 47 U.S.C. Box 876489, Wasilla, … ... 2020, filed with the SEC on March 8, 2021, as such factors may be updated from time to time in Waitr’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The GrowBiz To Join GrowGen's Portfolio, Expands Company's Footprint in California and Oregon. In this case, the purchaser must file Form 8594. WHEREAS, the Diligence End Date is March 2, 2020 and the parties desire to amend the Asset Purchase Agreement to extend the Diligence End Date to May 1, 2020; WHEREAS, pursuant to Section 13.4 of the Asset Purchase Agreement, the Asset Purchase Agreement may be amended or modified by an instrument in writing signed by all the Parties; and The Transaction is expected to close in the first quarter of 2020, subject to the satisfaction or waiver of customary closing conditions set forth in the purchase agreement… Company are parties to that certain Asset Purchase Agreement, dated as of May 20, 2020 (the “Asset Purchase Agreement”); WHEREAS, pursuant to Section 10.5 of the Asset Purchase Agreement, any provision of the Asset Purchase Agreement and Schedules may be amended only in a writing signed by Purchaser and the Company; and ... 2020, Waitr and Bite Squad operated in small and medium sized … For asset acquisitions occurring after March 15, 2001, make the allocation among the following assets in proportion to (but not more than) their FMVs on the purchase date in the following order. 211] Asset purchase agreement—intra-group reorganisation. This CLE webinar will guide deal counsel in drafting and negotiating asset purchase agreements. On May 28, 2021, Shenandoah Telecommunications Company ( “Shentel” or “Seller”) and T-Mobile USA, Inc. (“T-Mobile” or “Buyer”) entered into an Asset Purchase Agreement (the “Agreement”) pursuant to the purchase option previously exercised by T-Mobile on August 26, 2020 and the completion of the appraisal process previously disclosed on February 2, 2021. ELECTRONICALLY FILED-2020 September 4 3:12 PM-SCPSC-Docket # 2020-225-WS-Page 1 of 53. On December 31, 2020, we, as the Buyer, entered into an Asset Purchase Agreement ("APA) with KloudGaze, Inc., a Delaware corporation, … On December 7, 2020, Old COPPER Company, Inc. (OTCMKTS: CPPRQ), formerly known as J. C. Penney Company, Inc. (OTCMKTS: JCPNQ), completed the sale of substantially all of its retail and operating assets to Penney OpCo LLC, an entity controlled by Simon Property Group and Brookfield Asset Management, Inc. Penney OpCo LLC is a private company doing business as JCPenney outside of the … On January 17, 2020, Elanco Animal Health Incorporated (“Elanco”) entered into Amendment No. This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is effective as of March 30, 2020, by and between Edible Garden Corp., a Nevada corporation (the “ Seller ”), and Edible Garden Incorporated, a Wyoming corporation (the “ Purchaser ” and together with Seller, each a … Asset Purchase Agreement . Unfortunately, an acquirer should not assume that such a structure will provide a bullet-proof shield. this amended and restated asset purchase agreement (this “ Agreement ”) is made and entered into effective as of January [ ], 2019 by and among (i) Mission Health System, Inc., a North Carolina nonprofit corporation (“ MHS ”), Mission Hospital, Inc., a North 2.1.3 in respect of the 2020 Calculation Period, an amount equal to $15,000,000 if EBITDA for such Calculation Period is equal to or exceeds $48,900,000, in each case, in accordance with Section 3 and subject to Section 5.1. A copy of the asset purchase agreement will be an exhibit to that Form 8-K. A more complete description of the terms of and conditions of the proposed asset sale transaction will be included in a current report on Form 8-K to be filed by Buzztime with the U.S. Securities and Exchange Commission (SEC) on or about September 21, 2020. RECITALS Subordination Agreement (1) Warrant Agreements (8) Recent Contracts. An asset purchase, when combined with the other M&A-related risk-mitigation strategies described below, is a preferred approach to mitigate FCPA and anti-corruption risk associated with the pre-closing activities of the target. 4. Real Estate Purchase Agreement, dated as of August 28, 2020, by and between E&W, LLC and 601 NSR, LLC (Filed With SEC on September 1, 2020) Asset Purchase and Contribution Agreement, dated as of July 13, 2020, by and between LMP Automotive Holdings, Inc., Newnan Imports, Inc. and Walt Gutierrez (Filed With SEC on July 17, 2020) DULUTH, GA, July 6, 2020 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., entered into a definitive agreement to acquire certain assets of Park Place Dealerships, one of the country’s largest and most prominent luxury dealer groups for $685 million of goodwill and approximately $50 million for parts, fixed assets, and leaseholds, … ESTERO, Fla. and PEMBROKE, Bermuda, Nov. 25, 2020 /PRNewswire/ -- Hertz Global Holdings, Inc. (OTCPK: HTZGQ) today announced that it has entered into a stock and asset purchase agreement to sell substantially all of the assets of its wholly-owned subsidiary, Donlen Corporation ("Donlen"), a fleet management leader, to Athene Holding Ltd. ("Athene") (NYSE: ATH), a leading … t. ttd. This Agreement is limited to the assets described, and Purchaser is not purchasing, and shall have no interest in, the Excluded Assets, 2.2 Purchase Price. MAHWAH, N.J., Nov. 26, 2020 (GLOBE NEWSWIRE) -- ascena retail group, inc. (OTCMKTS: ASNAQ) and certain of its subsidiaries (collectively, “ascena” or the “Company”) today announced that it has entered into an asset purchase agreement (“APA”) with Premium Apparel LLC, an affiliate of Sycamore … Background On December 10, 2020, we filed a Form 8-K and a Press Release regarding a Memorandum of Understanding to purchase the assets of a cloud software company.. Asset Purchase Agreement. Byron F. Egan is engaged in a corporate, limited liability company, partnership, securities, mergers and acquisitions (M&A), and financing practice. This Amendment (this “Amendment”) dated as of September 18, 2020, amends that certain Stock and Asset Purchase Agreement (the “Agreement”), effective as of July 19, 2020, by and among Briggs & Stratton Corporation, a Wisconsin corporation, Billy Goat Industries, Inc., a See Regulations section 1.755-1(d) for special reporting requirements. Asset Purchase Agreement dated July 25, 2020, by and between Ashland LLC and AOC Materials LLC (pursuant to Item 601(b)(2) of Regulation S-K, exhibits, schedules and certain annexes to the Asset Purchase Agreement have been omitted; exhibits, schedules and annexes will be supplementally provided to the SEC upon request) from Ashland Inc. filed with the Securities and Exchange Commission. 1.197-2(b)(1) defines goodwill as "the value of a trade or business attributable to the expectancy of continued customer patronage," and that "[t]his expectancy may be due to the name or reputation of a trade or business or any other factor." PLANO, Texas (Oct. 20, 2020) – J. C. Penney Company, Inc. (OTCMKTS: JCPNQ) today announced that it has filed a draft asset purchase agreement (“APA”), which tracks the terms of the previously announced letter of intent, to sell JCPenney. This ASSET PURCHASE AGREEMENT FOR THE AKLAQ AND KUUKPIK SURVEYS, dated as of January 9, 2020, is by and among SAExploration, Inc., aDelaware corporation with its address at 1160 Dairy Ashford Road, Suite 160, Houston, Texas 77079 (“SAE”), ALASKAN Seismic Ventures, LLC, an Alaskan limited liability company with its address at P. O. Pursuant to the Purchase Agreement, appellant sold all the assets of appellant’s business to Herbalife. Recorded event now available. “Asset Purchase Agreement” means the Asset Purchase Agreement, dated of even date herewith, by and between Seller and the South Carolina Public Service Authority, as amended from time to time. ASSET PURCHASE AGREEMENT. § 214. LS. Between October 2014 and December 2018 the Eurosystem conducted net purchases of securities under one or more of the asset purchase programmes. 6. Presentation. On June 1, 2020, the Delaware Court of Chancery (the “Court”) addressed whether the buyer or seller owns the attorney-client privilege—and thus which party can waive it—in the context of an asset purchase agreement. All parties are working to conclude negotiations and intend to utilize the ongoing mediation process to help achieve that goal. As of June 30, 2020, securities owned of $195,077 are included in other assets. Earnest Money Deposit. Program Materials. Waitr Enters into Asset Purchase Agreement with Delivery Dudes. PURCHASE AGREEMENT THIEAGREEllIEHT, d d t. dl. This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 5, 2020, is made and entered into by and among Avalara, Inc., a Washington corporation (“Buyer”), Business Licenses, LLC, a New York limited liability company (“Seller”), and the undersigned majority members of Seller (each, an “Owner” and collectively, “Owners”). provides a form of asset purchase agreement that any qualified bidder must mark up as part of its bid – Asset purchase agreement: • Debtor executes an asset purchase agreement with the stalking horse bidder. Recorded event now available. The GrowBiz To Join GrowGen's Portfolio, Expands Company's Footprint in California and Oregon. Warrant to Purchase Common Stock between Marpai Health, Inc. and HillCour Investment Fund, LLC issued January 17, 2020 (Filed With SEC on July 20, 2021) Certificates of deposit, U.S. Government securities, foreign currency, and actively traded personal property, including stock and securities. Asset Purchase Agreement . 1 TO STOCK AND ASSET PURCHASE AGREEMENT . On June 1, 2020, the Delaware Court of Chancery (the “Court”) addressed whether the buyer or seller owns the attorney-client privilege—and thus which party can waive it—in the context of an asset purchase agreement. Presentation. the purchaser's basis in the assets is determined only by the amount paid for the assets. A franchise, trademark, or trade name. These intangibles can only be amortized under Section 197 if you created them as a substantial part of buying the assets of a business: Goodwill (the difference between the purchase price of a business and the business total asset … THIS ASSET PURCHASE AGREEMENT is entered into as of this 24 th day of March, 2020, by and between Trek Therapeutics, PBC, a Delaware public benefit corporation (“Seller”), and NeuroClear Technologies, Inc., a Delaware corporation (“Buyer”).. RECITALS . About Form 8594, Asset Acquisition Statement Under Section 1060. Conducted on Tuesday, October 6, 2020. A. 1.197-2(b)(1) defines goodwill as "the value of a trade or business attributable to the expectancy of continued customer patronage," and that "[t]his expectancy may be due to the name or reputation of a trade or business or any other factor." 2.2 EBITDA 2.2.1 Subject to Sections 2.2.2 and 2.2.3, “EBITDA” means earnings (loss) before income Sec. DENVER, Nov. 2, 2020 /PRNewswire/ -- GrowGeneration Corp. (NASDAQ: GRWG), ("GrowGen" or the "Company") the nation's largest chain of specialty hydroponic and organic garden centers, today announced the signing of an asset purchase agreement to acquire The GrowBiz, the nation's third … The Purchase Price shall be subject to adjustment as provided in Section … 2 (the “Amendment”) to that certain Share and Asset Purchase Agreement, by and among Elanco and Bayer Aktiengesellschaft (“Bayer”), dated as of August 20, 2019, pursuant to which Elanco has agreed to purchase Bayer’s animal health business (the “Business”). Agreement Outlines Plan to Sell Ann Taylor, LOFT, Lane Bryant and Lou & Grey . Accordingly, in an asset sale of at least 50% of the assets of the PPP borrower, the Buyer need not assume the PPP loan so long as: (i) the PPP Borrower completes a forgiveness application reflecting the use of all of the PPP loan proceeds and submits it, together with any required supporting documentation to the PPP Lender; and. The Asset-Purchase Agreement’s Limited Assumption of Liabilities Under the Uniform Commercial Code (UCC), as adopted by both Texas and Wisconsin, a warranty of merchantability is implied in contracts for the sale of goods if the seller is a merchant Exhibit 10.3 . or call 1-800-926-7926. Get And Sign THIS ASSET PURCHASE AGREEMENT this Agreement SEC gov Form . ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 26, 2020 (the “Effective Date”), is entered into by and among Remington Outdoor Company, Inc., a Delaware corporation and debtor-in-possession (“ROC”), each of the subsidiaries of ROC This Asset Purchase Agreement (this “Agreement”), dated as of August 21, 2020, is entered into between Qiaoli Lin (“Seller”) and Color Star Technology Co., Ltd., a Cayman Islands company (“Buyer”). Recitals. The purpose of the 2020 Model Form International Asset Sale and Purchase Agreement (the “Model ASPA”) is to assist negotiators by providing a standard form upstream asset acquisition document which can be used on a worldwide basis, tailored to the particular transaction and subject to any requirements of the jurisdiction in which the assets are situated. PURCHASE AGREEMENT THIEAGREEllIEHT, d d t. dl. On July 14, 2020, I moderated a webinar entitled, “Acquiring and Selling Assets in Distressed Situations: Navigating the Section 363 Bankruptcy Sale Process and Negotiating the Asset Purchase Agreement.”. This CLE webinar will guide deal counsel in drafting and negotiating asset purchase agreements. or call 1-800-926-7926. Exhibit 2.1 . 7. Conducted on Tuesday, October 6, 2020. The Asset Purchase Agreement, dated April 3, 2020, includes the sale of substantially all assets of the Hospital, hiring substantially all of its employees, and continuing its operations as a healthcare facility to ensure community access to needed healthcare services . -2- Sections 105, 363 and 365 of the Bankruptcy Code, the Real Property, all as more specifically provided herein and in the Sale Order. ASSET PURCHASE AGREEMENT . During the net asset purchase phase, monthly purchase pace averaged: a rt i c l e 1 p urchase and s ale of r m b s p ool; l imited r eco urse; a ssignments 2 Waitr Enters into Asset Purchase Agreement with Delivery Dudes. 1.1 Purchased Assets. Ltd., a Singapore private limited company (“SL International” and together with Parent, “Purchaser”), and Redpine Signals, Inc., a California … Sec. 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