Loading...
HomeMy WebLinkAboutNCG020808_Name-Owner Change Supporting Info_20220322Execution Version BILL OF SALE This Bill of Sale (this "Bill of Sale") is made effective as of the 12th day of November, 2021, from Yancey Stone, Inc., a North Carolina corporation ("Yancey Stone"), and McCrary Stone Service, Inc., a North Carolina corporation ("McCrary Stone"; Yancey Stone and McCrary Stone are referred to collectively herein as "Sellers"), to Yancey Stone LLC, a Delaware limited liability company ("Buyer"), pursuant to that certain Asset Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, by and among Sellers and Buyer. Capitalized terms not otherwise defined in this Bill of Sale shall have the meanings assigned to such terms in the Purchase Agreement. In consideration of the covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers hereby agree as follows: Upon the terms and subject to the conditions of the Purchase Agreement, Sellers do hereby absolutely, unconditionally and irrevocably sell, transfer, assign, convey and deliver unto Buyer, its successors and permitted assigns, all of Sellers' legal and beneficial right, title and interest of any kind or character, whether ornot such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, in and to all of the Assets (other than the Land, which shall be conveyed from Sellers to Buyer by the Deed) and any and all goodwill associated with the foregoing, TO HAVE AND TO HOLD, forever, free and clear of any and all Liens. No right, title or interest in the Assets is reserved to, or retained by, Sellers. Notwithstanding anything to the contrary in this Bill of Sale, nothing in this Bill of Sale is meant to sell, transfer, assign, convey, or deliver unto Buyer Sellers' right, title or interest in any Excluded Asset and Sellers shall retain all of Sellers' right, title and interest to, in and under the Excluded Assets. The terms of the Purchase Agreement, including, but not limited to, Sellers' representations, warranties, covenants, agreements or indemnities relating to the Assets, are incorporated herein by this reference. Nothing contained in this Bill of Sale shall be deemed to supersede or diminish any of the representations, warranties, covenants, agreements and indemnities of any Seller contained in the Purchase Agreement, which shall remain in full force and effect to the full extent provided in the Purchase Agreement. In the event of any inconsistency between this Bill of Sale and the Purchase Agreement, the Purchase Agreement shall control. Sellers covenant and agree to warrant and reasonably defend the sale, transfer, assignment, conveyance and delivery of the Assets hereby made against all persons whomsoever, to take all steps reasonably necessary to establish the record of Buyer's title to the Assets set forth in this Bill of Sale and, at the reasonable request of Buyer, to execute and deliver all such further instruments of transfer and assignment and take such other action as Buyer may reasonably request to more effectively transfer and assign to and vest in Buyer each of the Assets set forth in this Bill of Sale, all at the sole cost and expens e of Sellers. This Bill of Sale shall be governed by and construed in accordance with the internal substantive Laws of the State of North Carolina, irrespective of conflict of laws principles. Sellers agree to take such actions and use such efforts as contemplated in the Purchase Agreement in order to fully consummate the sale, transfer, assignment, conveyance and delivery of the Assets set forth in this Bill of Sale. This Bill of Sale shall be binding upon Sellers and their respective successors and permitted assigns and shall inure to the benefit of Buyer and its respective successors and permitted assigns. No assignment of this Bill of Sale or of any rights or obligations hereunder may be made by Sellers (by operation of law or otherwise) without the prior written consent of Buyer, and any attempted assignment without the required consents shall be null and void ab initio. Buyer may assign any or all rights under this Bill of Sale to any Affiliate of Buyer now in, or hereinafter to come into, existence; any Person from which it has borrowed or is borrowing money; or any Person to which Buyer or any of its Affiliates proposes to sell, directly or indirectly, all or any portion of the Assets set forth in this Bill of Sale. Upon any such permitted assignment, the references in this Bill of Sale to Buyer shall also apply to any such assignee unless the context otherwise requires. This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Bill of Sale may be executed and delivered by facsimile, portable document format (PDF) or e-mail transmission and, upon such delivery, the facsimile, PDF or e-mail shall be deemed to have the same effect as if the original signature had been delivered to Buyer. [SIGNATURE PAGES FOLLOW] 2 IN WITNESS WHEREOF, Sellers have caused this Bill of Sale to be executed by the undersigned as of the date first above written. SELLERS: YANCEY STONE, INC. By: Name: 4+1k1("n M t 1 CYl�C1rQ Title: PEGS►den+- STATE OF NC COUNTY OF Ah 00 M'. e 4K. AlMs" p". .' Before me, �, on this day personally appeared Wk i known to me to be the person whose name is subscribed to the foregoing instrument and a nowledged to me that the same was the act of YANCEY STONE, INC., and that he executed the same on behalf of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated. /� �` Given my hand and seal of office this "► day of November, 2021. 4 (Seal) 1 Notary Signatuig rHU2i.,�/ My Commission Expires: 0; zm Notary Public Z Buncombe County My Cornrr;is, on Expires Signature Page to Bill of Sale MCCRARY STONE SERVICE, INC. By: - Name: 01ii►G(MV, nifue Title: �� f 6641 j- STATE OF 1VC COUNTY OF ?an C `-n bR Before me, P ' on this day personally appeared ffIC Y , known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of McCrary Stone Service, Inc., and that he executed the same on behalf of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated. Given my hand and seal of office this Q day of November, 2021. (Seal) 7 M 0% Notary SignaturaV ll PUh+;C. %' My Commission Expires: In - m"O[. Buncornoe County =My Commission Expires= Signature Page to Bill of Sale