Equity and Asset Purchase Agreement Sample Contracts

EQUITY AND ASSET PURCHASE AGREEMENT BY AND BETWEEN MEADWESTVACO CORPORATION AND MAPLE ACQUISITION LLC Dated as of January 14, 2005
Equity and Asset Purchase Agreement • October 31st, 2005 • NewPage Holding CORP • New York

EQUITY AND ASSET PURCHASE AGREEMENT, dated as of:January 14, 2005 (this “Agreement”), by and between Maple Acquisition LLC, a Delaware limited liability company (“Purchaser”), and MeadWestvaco Corporation, a Delaware corporation (“Seller”).

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FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • October 31st, 2005 • NewPage Holding CORP

THIS FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2005 (this “Amendment”), is made and entered into by and between MeadWestvaco Corporation, a Delaware corporation (“Seller”), and Escanaba Timber LLC (formerly known as Maple Acquisition LLC), a Delaware limited liability company (“Purchaser”). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).

EQUITY AND ASSET PURCHASE AGREEMENT by and among ARDAGH GROUP S.A., BALL CORPORATION, and REXAM PLC, dated as of April 22, 2016
Equity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York

This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2016, is made and entered into by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 10.1.

EQUITY AND ASSET PURCHASE AGREEMENT by and between SEARS HOMETOWN AND OUTLET STORES, INC., FRANCHISE GROUP NEWCO S, LLC
Equity and Asset Purchase Agreement • August 28th, 2019 • Liberty Tax, Inc. • Patent owners & lessors • Delaware

This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of August 27, 2019 (this “Agreement”), has been entered into by and between Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Seller”), Franchise Group Newco S, LLC, a Delaware limited liability company (the “Purchaser”), and, solely for purposes of Section 10.17, Liberty Tax, Inc., a Delaware corporation (“Parent” and, together with the Seller and the Purchaser, the “Parties”, and each, a “Party”).

SECOND AMENDMENT TO
Equity and Asset Purchase Agreement • October 31st, 2005 • NewPage Holding CORP

THIS SECOND AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 30, 2005 (this “Amendment”), is made and entered into by and between MeadWestvaco Corporation, a Delaware corporation (“Seller”), and Escanaba Timber LLC (formerly known as Maple Acquisition LLC), a Delaware limited liability company (“Purchaser”). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).

AMENDMENT NO. 1 TO THE EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York

AMENDMENT NO. 1 (this “Amendment”), dated as of June 9, 2016, to the Equity and Asset Purchase Agreement, dated as of April 22, 2016 (the “Agreement”), by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20 of the Agreement) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • September 4th, 2020

This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2016, is made and entered into by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 10.1.

EQUITY AND ASSET PURCHASE AGREEMENT by and among COLFAX CORPORATION, as Seller, THE ENTITIES SET FORTH ON SCHEDULE I HERETO, as the Equity Selling Entities, GRANITE HOLDINGS US ACQUISITION CO., as Purchaser, and BRILLANT 3047. GMBH, as German...
Equity and Asset Purchase Agreement • May 17th, 2019 • Colfax CORP • Pumps & pumping equipment • Delaware

This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of May 15, 2019 (this “Agreement”), is by and among Colfax Corporation, a Delaware corporation (“Seller”), each entity set forth on Schedule I-A (each, an “Equity Selling Entity” and collectively, the “Equity Selling Entities”), Granite Holdings US Acquisition Co., a Delaware corporation (“Purchaser”), and Brillant 3047. GmbH, a company organized under the laws of Germany (“German Purchaser” and, together with Purchaser, “Purchasers”) (each of Seller, the Equity Selling Entities and Purchaser, a “Party”, and collectively, the “Parties”).

FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • June 1st, 2023 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas

THIS FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into as of June 1, 2023, by and among EXXON MOBIL CORPORATION, a corporation organized under the laws of the State of New Jersey (“EMC”), EXXONMOBIL OIL CORPORATION, a company organized under the laws of the State of New York (“EMOC”), EXXONMOBIL PIPELINE COMPANY LLC, a limited liability company organized under the laws of the State of Delaware (“EMPC”, and collectively with EMC and EMOC, the “Sellers”, and each individually, a “Seller”), Par Montana Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Equity Purchaser”), Par Montana, LLC, a limited liability company organized under the laws of the State of Delaware (the “Asset Purchaser”, and collectively with the Equity Purchaser, the “Purchaser Entities” and each individually a “Purchaser Entity”), Par Rocky Mountain Midstream, LLC, a limited liability company organized under the laws of the State o

FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • April 27th, 2005 • Meadwestvaco Corp • Paper mills

THIS FIRST AMENDMENT TO EQUITY AND ASSET PURCHASE AGREEMENT, dated as of April 22, 2005 (this “Amendment”), is made and entered into by and between MeadWestvaco Corporation, a Delaware corporation (“Seller”), and Escanaba Timber LLC (formerly known as Maple Acquisition LLC), a Delaware limited liability company (“Purchaser”). Capitalized terms used herein but otherwise not defined shall have the meaning given to such terms in the Purchase Agreement (as defined below).

AMENDMENT NO. 2 TO THE EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • February 23rd, 2017 • Ardagh Finance Holdings S.A. • Glass containers • New York

AMENDMENT NO. 2 (this “Second Amendment”), dated as of June 30, 2016, to the Equity and Asset Purchase Agreement, dated as of April 22, 2016, and as amended (the “Agreement”), by and among Ardagh Group S.A., a Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation (“Seller”), and (subject in all respects to Section 4.20 of the Agreement) Rexam PLC, a public limited company registered in England and Wales (“Rexam” and collectively with Purchaser and Seller, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

FIRST AMENDED AND RESTATED EQUITY AND ASSET PURCHASE AGREEMENT dated as of March 31, 2020
Equity and Asset Purchase Agreement • April 1st, 2020 • Danaher Corp /De/ • Industrial instruments for measurement, display, and control • Delaware

This FIRST AMENDED AND RESTATED EQUITY AND ASSET PURCHASE AGREEMENT, dated as of March 31, 2020, is entered into to amend and restate that certain Equity and Asset Purchase Agreement, dated as of February 25, 2019 (the “Agreement Date”), made by and between General Electric Company, a New York corporation (“Seller” and, together with the Seller Designees permitted pursuant to this Agreement, the “Seller Parties”), and Danaher Corporation, a Delaware corporation (“Buyer” and, together with Seller, the “Parties”).

EQUITY AND ASSET PURCHASE AGREEMENT by and among CURO INTERMEDIATE HOLDINGS CORP., SPARROW PURCHASER, LLC, and, solely for purposes of Section 11.17, CCF INTERMEDIATE HOLDINGS LLC Dated as of May 18, 2022
Equity and Asset Purchase Agreement • May 19th, 2022 • CURO Group Holdings Corp. • Finance services • Delaware

This EQUITY AND ASSET PURCHASE AGREEMENT, dated as of May 18, 2022 (this “Agreement”), is made by and among CURO Intermediate Holdings Corp., a Delaware corporation (“Seller”), Sparrow Purchaser, LLC, a Delaware limited liability company (“Purchaser”), and, solely for purposes of Section 11.17, CCF Intermediate Holdings LLC, a Delaware limited liability company (“Purchaser Parent”).

EQUITY AND ASSET PURCHASE AGREEMENT by and among ENPRO HOLDINGS, INC., COMPRESSOR PRODUCTS HOLDINGS LIMITED (UK), ENPRO HONG KONG HOLDINGS COMPANY LIMITED, GARLOCK GMBH, COMPRESSOR PRODUCTS INTERNATIONAL CANADA, INC. AND GARLOCK OF CANADA LTD, AS...
Equity and Asset Purchase Agreement • October 12th, 2021 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • Delaware

THIS EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of October 12, 2021, by and among EnPro Holdings, Inc., a North Carolina corporation (“EnPro Holdings”), Compressor Products Holdings Limited (UK), a private limited company incorporated in England and Wales (“UK Seller”), EnPro Hong Kong Holdings Company Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“EnPro Hong Kong”), Garlock GmbH, a limited liability company organized under the laws of Germany (“Garlock Germany” and collectively with EnPro Holdings, UK Seller and EnPro Hong Kong, the “Equity Sellers” and each an “Equity Seller”), Compressor Products International Canada, Inc., an Alberta corporation (“CPI Canada”), and Garlock of Canada Ltd., an Ontario corporation (“Garlock Canada” and, collectively with CPI Canada, the “Asset Sellers” and each an “Asset Seller”), Granite US Holdings Corporation, a Delaware corporation (“Buyer”), Gra

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT WITH THREE ASTERISKS [***] EQUITY...
Equity and Asset Purchase Agreement • October 21st, 2022 • Par Pacific Holdings, Inc. • Crude petroleum & natural gas • Texas

THIS EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 20, 2022, by and among EXXON MOBIL CORPORATION, a corporation organized under the laws of the State of New Jersey (“EMC”), EXXONMOBIL OIL CORPORATION, a company organized under the laws of the State of New York (“EMOC”), EXXONMOBIL PIPELINE COMPANY LLC, a limited liability company organized under the laws of the State of Delaware (“EMPC”, and collectively with EMC and EMOC, the “Sellers”, and each individually, a “Seller”), Par Montana Holdings, LLC, a Delaware limited liability company (the “Equity Purchaser”) and Par Montana, LLC, a Delaware limited liability company (the “Asset Purchaser” and each of Equity Purchaser and Asset Purchaser, a “Purchaser Entity” and, collectively, the “Purchaser Entities”), and, solely for the purposes of Section 8.17 and Section 16.4, Par Pacific Holdings, Inc., a Delaware corporation (the “Purchaser Parent”). Sellers and the Purchaser Entities shall each be refer

AMENDED AND RESTATED EQUITY AND ASSET PURCHASE AGREEMENT dated as of May 11, 2022 by and among
Equity and Asset Purchase Agreement • May 13th, 2022 • Shift Technologies, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Amended and Restated Equity and Asset Purchase Agreement (this “Agreement”), dated as of May 11, 2022, is entered into by and among Shift Technologies, Inc., a Delaware corporation (“Buyer”), Fair Financial Corp., a Delaware corporation (“Fair”), and Fair IP, LLC, a Delaware limited liability company (“Fair IP” and, together with Fair, each a “Seller” and collectively the “Sellers”), and, solely for purposes of Article IV, Article IX and Article X hereof, Cayman Project 2 Limited, a company incorporated under the laws of Cayman Islands (“Softbank”). Buyer, Sellers and SoftBank may each be referred to as a “Party” or collectively as the “Parties.”

EQUITY AND ASSET PURCHASE AGREEMENT by and between MARTIN MARIETTA MATERIALS, INC. CRH AMERICAS MATERIALS, INC. AND CRH PLC (solely for the purposes set forth herein) Dated as of November 20, 2023
Equity and Asset Purchase Agreement • November 24th, 2023 • Martin Marietta Materials Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

EQUITY AND ASSET PURCHASE AGREEMENT, dated as of November 20, 2023 (this “Agreement”), between Martin Marietta Materials, Inc., a North Carolina corporation (“Seller”), CRH Americas Materials, Inc., a Delaware corporation and wholly owned subsidiary of Guarantor (“Purchaser”), and, solely with respect to Section 9.14 and, solely as it relates to such section, Article IX, CRH plc., a public limited company organized under the laws of Ireland (“Guarantor”).

EQUITY AND ASSET PURCHASE AGREEMENT By and Among THE EQUITY HOLDERS OF VIONIC GROUP LLC AND VIONIC INTERNATIONAL LLC VCG HOLDINGS LTD. CHRISTOPHER T. GALLAGHER AND DANIEL M. SANNER (solely in their capacity as Sellers’ Representative) CHRISTOPHER T....
Equity and Asset Purchase Agreement • October 19th, 2018 • Caleres Inc • Footwear, (no rubber) • Delaware

THIS EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2018, by and among the parties signing this Agreement as equity sellers (the “Equity Sellers”), VCG Holdings Ltd., a Cayman Islands corporation, as asset seller (the “Asset Seller”, and together with the Equity Sellers, the “Sellers”), Christopher T. Gallagher and Daniel M. Sanner, solely in their capacity as Sellers’ Representative, Christopher T. Gallagher and C. Bruce Campbell (the “Individual Parties”), solely for purposes of being bound by Section 8.06 and Section 12.17 and Caleres, Inc., a New York corporation (the “Buyer”). The Sellers, Sellers’ Representative and the Buyer are referred to herein collectively as the “Parties” and each individually as a “Party” and the Individual Parties shall be deemed to be “Parties” for purposes of the provisions to which they provide specific representations or covenants hereunder and provisions that are incorporated therein or necessary to

EQUITY AND ASSET PURCHASE AGREEMENT dated as of May 24, 2021 by and among Carlisle Fluid Technologies, Inc., Carlisle Global II Limited, Carlisle Industrial Brake & Friction, Inc., Carlisle International B.V., Carlisle Asia Pacific Ltd., Carlisle...
Equity and Asset Purchase Agreement • May 26th, 2021 • Carlisle Companies Inc • Fabricated rubber products, nec • Delaware

This EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 24, 2021 is made by and among Carlisle Fluid Technologies, Inc., a Delaware corporation (“Carlisle”), Carlisle Global II Limited, a private limited company incorporated in England and Wales with company number 11231736 (“Carlisle Global”), Carlisle Industrial Brake & Friction, Inc., a Delaware corporation (“Carlisle Industrial”), Carlisle International B.V., a Dutch corporation (“Carlisle International”), Carlisle Asia Pacific Ltd., a Hong Kong corporation (“Carlisle Asia Pacific”), Carlisle Intangible, LLC, a Delaware limited liability company (“Carlisle Intangible”), Carlisle, LLC, a Delaware limited liability company (“Carlisle LLC” and, together with Carlisle, Carlisle Global, Carlisle Industrial, Carlisle International, Carlisle Asia Pacific and Carlisle Intangible, the “Sellers” and, each individually, a “Seller”), Engineered Components and Systems, LLC, a Delaware limited liability company (“ECS”), CMBF

EQUITY AND ASSET PURCHASE AGREEMENT, BY AND AMONG, AMERICAN RAILCAR LEASING LLC, AMERICAN ENTERTAINMENT PROPERTIES CORP., AEP RAIL CORP., SMBC RAIL SERVICES LLC AND SUMITOMO MITSUI BANKING CORPORATION DATED AS OF DECEMBER 16, 2016
Equity and Asset Purchase Agreement • December 19th, 2016 • Icahn Enterprises Holdings L.P. • Motor vehicle parts & accessories • New York

This Equity and Asset Purchase Agreement (this “Agreement”), dated as of December 16, 2016, is made by and among: (i) American Railcar Leasing LLC, a Delaware limited liability company (the “Company”), (ii) American Entertainment Properties Corp., a Delaware corporation (“AEPC”), (iii) AEP Rail Corp., a Delaware corporation and wholly-owned subsidiary of AEPC (“AEP Rail” and, collectively with AEPC, the “Sellers” and each, a “Seller”), (iv) SMBC Rail Services LLC, a Delaware limited liability company (“Buyer”), and (v) solely for the purposes of Articles I and XI, Sumitomo Mitsui Banking Corporation, a Japanese joint stock company and parent company of Buyer (the “Parent”). Sellers, the Company, Buyer and Parent are sometimes referred to herein collectively as the “Parties”.

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AMENDMENT NO. 1 TO THE EQUITY AND ASSET PURCHASE AGREEMENT
Equity and Asset Purchase Agreement • November 7th, 2019 • RAIT Financial Trust • Real estate investment trusts • New York

AMENDMENT NO. 1 TO THE EQUITY AND ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of October 4, 2019 (the “Amendment Effective Date”), by and among (a) RAIT Financial Trust, a Maryland real estate investment trust (“RAIT Parent”), RAIT General, Inc., a Maryland corporation (“RAIT General”), RAIT Limited, Inc., a Maryland corporation (“RAIT Limited”), and Taberna Realty Finance Trust, a Maryland real estate investment trust (“Taberna Realty” and, together with RAIT Parent, RAIT General and RAIT Limited, collectively, “Sellers” and each, a “Seller”); and (b) CF RFP Holdings LLC, a Delaware limited liability company (“Buyer”). Sellers and Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.

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