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HomeMy WebLinkAboutNCG190024_Name-Owner Change Supporting Info_8/27/2019BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of May 4, 2018, (the "Effective Date"), is made and delivered pursuant to that certain Asset Purchase Agreement of even date herewith (the "Agreement") by and between Carolina Marina Properties, LLC, a North Carolina limited liability company (hereafter referred to as the "Buyer"), Carolina Campin, Inc, a North Carolina corporation (hereafter referred to as the "Seller"), FOR GOOD AND VALUABLE CONSIDERATION as set forth in the Agreement, the receipt and sufficiency of which are hereby acknowledged, effective as of the date hereof, the Seller hereby sells, transfers, assigns, conveys and delivers to the Buyer, its successors and assigns, forever, all of its right, title and interest in and to the Assets (as defined in the Agreement, including without limitation those assets listed on Schedule 1 hereto), and hereby assigns, transfers and delegates all Assumed Liabilities (as set forth on Schedule 1.4 to the Agreement) to the Buyer. The Buyer hereby assumes and agrees to pay, discharge and perform when due, all of the Assumed Liabilities. All capitalized terms used and not otherwise defined herein will have the respective meanings ascribed to such terms in the Agreement. This Bill of Sale and Assignment and Assumption Agreement is subject to all of the representations, warranties, covenants, exclusions and indemnities set forth in the Agreement, all of which are incorporated herein by reference. In the event of any conflict or inconsistency between the terms of this Bill of Sale and Assignment and Assumption Agreement and the terms of the Agreement, the terms of the Agreement will prevail. Nothing contained herein will be deemed to alter, modify, expand or diminish the terms and provisions of the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale and Assignment and Assumption Agreement to be duly executed on the date first above written. BUYER: CAROLINA MARINA PROPERTIES, LLC f By: �-- eter L Coker, Manager SELLER: CAROLINA CAMPIN, INC. 0 By: A .L �OZtg40 R. Nathaniel Futch, President Schedule 1 List of Assets Infrastructure 6,000 gallon capacity Glasteel SW Steel/FRP Underground Storage Tank 267 Campsites 220 Wet Slips - Marina & Campground 80 Dry Storage Units 2 - 6 Unit Boat Storage Buildings 5 Unit Boat Storage Buildings 270 Unit Boat Drystack Storage Building 3000 sf Ship's Store & Office Building 900 sf Boat Service Building & Equipment 5850 sf Restaurant Building with Basement 527 sf Snack Bar 1183 sf Single Family Dwelling 1120 sf Single Family Dwelling 2 - 8' X 12' Bathrooms (Ramp & South Cove) Bathroom Building at Drystack 3 - 8' X 8" Well Houses, Wells, & Pressure Tanks Community Water System for 300 Spaces 270' X 6' Floating Dock With Trex Decking Septic System Vehicles 1997 Chevrolet 3500 I Ton Dump 1997 Chevrolet 1500 1/2 Ton Pickup 2003 Chevrolet 1/2 Ton Pickup 2007 Chevy Silverado 112 Ton Pickup 2007 Chevy 2500 2004 Nissan Maxima 2006 Nissan Pickup 2012 Nissan Rogue 2002 Tenn Pontoon Boat Trailer Equipment 1997 551, Ford Backhoe/Loader 2003 Kubota Backhoe/Loader 2 - Kubota Mowers 2005 L3830 Kubota Tractor 2000 M4900 SP Kubota Tractor 2013 - 22' Bennington Pontoon w/90 HP Yamaha 2014 - 22' Bennington Pontoon w/90 HP Yamaha 2016 - 20' Lowe Pontoon Boat w/50 HP Mercury 2008 - 20' Bennington Pontoon w/50 HP Yamaha 1986 - 24' Suntracker Pontoon w/50 HP Mercury 2014 Wiggins Forklift 2017 Wiggins Forklift 2017 EZ Go Golf Cart 4 - EZ Go Golf Carts John Deere Gator — Maintenance Forklift Pressure Regulator Sandwich Unit - 12 Pan 48" Refrigerator Freezer Septic Pump - Lot # 307 HYAC System -Rental Cottage Security Camera System Bullet Cameras HYAC - Brick House Grinder Pump - Spare for Septic System in Mtn View I — Laptop 6 - Desktop Computers Server - Mirrored HD & Windows Server 2012 Accounting Software