HomeMy WebLinkAboutNCG140031_Name-Owner Change Supporting Info_20210310Bill of Sale between Asheboro Read -Mix to MV Development October 2020
BILL OF SALE
This Bill of Sale (this "Bill of Sale"), effective as of ber , 2020, is entered into by and
between ASHEBORO READY -MIX, INC., a North Carolina corporation with its principal office
located 524 W. Bailey Street, Asheboro, NC 27203 ("GRANTOR") and MV DEVELOPMENT,
INC. a North Carolina corporation, with its principal office at 893 Craigmont Ln., Concord NC
28027 ("GRANTEE").
RECITALS.
WHEREAS, Grantor and Grantee have entered into an Asset Purchase Agreement dated
C)C,Va her , 2020 (the "Asset Purchase Agreement"), providing, among other things, for the
sale by Grantor to Grantee certain assets; and
WHEREAS, pursuant to the Asset Purchase Agreement, Grantor and Grantee desire to enter
into this Bill of Sale.
NOW, THEREFORE, in consideration of the promises and the mutual terms, covenants and
conditions herein contained, and intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE 1
DEFINITIONS• CONVEYANCE; ASSUMPTION
1.1 Definitions. Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Asset Purchase Agreement.
1.2 Conveyance of Assets. Effective as of the date hereof, Grantor has SOLD,
TRANSFERRED, GRANTED, CONVEYED and ASSIGNED, and by these presents does hereby
SELL, TRANSFER, GRANT, CONVEY and ASSIGN, for the Purchase Price and other good and
valuable consideration, the Purchased Assets listed in Schedule 1 herein and Schedule 2.1 of the
Asset Purchase Agreement (between the same Parties hereto) unto Grantee, free and clear of all
Liens, TO HAVE AND TO HOLD forever.
ARTICLE 2
MISCELLANEOUS
2.1 Applicable Law; Conflict; Merger. This Bill of Sale shall be governed by the laws
of the State of North Carolina (regardless of the law that might otherwise govern under applicable
principles of conflict of laws), including all matters as to construction, validity and performance.
To the extent any conflict or inconsistency exists between the provisions of this Bill of Sale and the
Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall be controlling.
The execution and delivery of this Bill of Sale shall not affect the terms and provisions of the Asset
Purchase Agreement or any Employment Agreement or Independent Contractor Agreement
between the Grantee and the Principals of the Grantor.
2.2 Successors and Assigns. All of the provisions hereof shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties hereto.
Grantor Initials Page 1 Grantee Initials A&--
Bill of Sale between Asheboro Read -Mix to MV Development October 2020
2.3 Headings, Recitals and Schedules. The headings of articles, sections and other
subdivisions of this Bill of Sale have been inserted for convenience of reference only and shall in no
way restrict or otherwise modify any of the terms or provisions hereof or affect in any way the
meaning or interpretation of this Bill of Sale.
2.4 Counterparts. This Bill of Sale may be executed in several original counterparts.
Each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts
shall constitute but one and the same instrument. One or more of such counterparts may be
delivered via facsimile, email or other electronic format, and the parties hereto intend that they shall
have the same effect as an original counterpart hereof.
2.5 No Third Party Beneficiary. Nothing expressed or mentioned in this Bill of Sale is
intended to or shall be construed to give any person, corporation or other entity other than the
parties hereto and their respective successors and assigns, any legal or equitable right or claim under
or in respect of this Bill of Sale or any provision herein contained
SELLER HEREBY WARRANTS AND REPRESENTS IN CONNECTION WITH THE
ASSETS AND PROPERTY ALL WARRANTIES UNDER THE NORTH CAROLINA LAW
AND UNIFORM COMMERCIAL CODE INCLUDING WARRANTY OF TITLE, ALL
OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ASSETS.
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Grantor Initials Page 2 Grantee Initials
Bill of Sale between Asheboro Read -Mix to W Development
October 2020
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be executed as
of the date first above written.
GRANTOR
ASHEBORO READY -MIX, INC.
VdRAichard�son,
Title: Principal and Shareholder
WITNESS to Richardsons:
Sign: �e„rr�,�,ue �2
Name: Nti�al
WITNESS for Todd Richardson both as
Principal of Asheboro Ready -Mix, Inc.
GRANTEE
MV DEVEL
By:
Name: Stephanie Lopez
Title: Principal and Shareholder
Name: atthew D. Myers
Title: Principal and Shareholder
WITNESS n MDM:
Sign:
Name. a -�
WITNESSfor BOTHStephanie Lopez and
Matthew Myers in their capacity as principals
of MV Development, Inc.
WITN L and MDM.•
Sign.
�e�
Name: � 'tt 6a.
WITNESS for BOTH Stephanie Lopez and
Matthew Myers in their capacity as principals
of MV Development, Inc.
Grantor Initials Page 3 Grantee Initials P' ___
Bill of Sale between Asheboro Read -Mix to MV Development
October 2020
Schedule 1
Purchased Assets
(see attached)
Grantor Initials Page 4 Grantee Initials