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HomeMy WebLinkAboutNCG030317_Name-Owner Change Supporting Info_20210119BILL OF SALE THIS BILL OF SALE (this "Bill of Sale") is entered into as of the 206i day of November, 2020 (the "Effective Date"), by and between SOUTHWIRE COMPANY, LLC, a Delaware limited liability company with its principal place of business located at One Southwire Drive, Carrollton, Georgia 30119 ("Seller"), and ADVANCED DIGITAL CABLE INC., a North Carolina corporation with its principal place of business located at 94 Eagle Fork Rd, Hayesville, NC 28904 (`Buyer"), pursuant to that certain Asset Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement, WITNESSETH: WHEREAS, the Purchase Agreement provides for, among other things, the sale, transfer, assignment, and conveyance by Seller to Buyer of the Personal Property Assets (as list of which Jrom the Purchase Agreement is attached hereto as Exhibit A for reference), for the consideration and on the terms and conditions set forth in the Purchase Agreement; and WHEREAS, Seller desires to carry out the intent and purpose of the Purchase Agreement by the execution and delivery of this instrument evidencing the vesting in Buyer of all right, title and interest in and to the Personal Property Assets. NOW, THEREFORE, pursuant to the terms of the Purchase Agreement (which are incorporated herein by reference), and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions ofthe Purchase Agreement; 1. Seller does hereby sell, transfer, assign and convey unto Buyer, and its successors and assigns, forever, and Buyer hereby receives, accepts and assumes, all of Seller's right, title and interest in and to the Personal Property Assets, TO HAVE AND TO HOLD such Personal Property Assets, unto Buyer, and its successors and assigns, for its use and benefit forever. 2. Seller makes no representation or warranty with respect to the Personal Property Assets being conveyed hereby except as specifically set forth in the Purchase Agreement. Nothing in this Bill of Sale, express or implied, is intended to or shall be construed to modify or limit in any way the terms of the Purchase Agreement. To the extent that any provision of this Bill of Sale conflicts or is inconsistent with the terms of the Purchase Agreement, the Purchase Agreement shall govern, 3. This Bill of Sale is executed and delivered pursuant to Section 3 of the Purchase Agreement, 4. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws doctrines. [Signatw,e Page Follows] DocuSlgn Envelope ID: 8C7BBDFO-8BB2-4CE4-B4D6-D5849E5r639A IN WITNESS WHEREOF, and intending to be legally bound hereby, Seller has caused this Bill of Sale to be executed and delivered as of the day and year first above written. "SELLER" SOUTHWIRE COMPANY, LLC Name: Kathleen Ed e Title; Executive Vice President, Operations f4BUYER" ADVANCED DIGITAL CABLE INC. By: Sfwkl r Name; Steve Payne Title; President (Sigplatare Page to the Bill of Sale] EXHIBIT A PERSONAL PROPERTY ASSETS