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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. - Remainder of this page intentionally left blank - 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