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Home My WebLink AboutNCS000538_Owner Name Change_20190401ROY COOPER Gorcrnor MICHAEL S. REGAN .Srcrc tern LINDA CULPEPPER Intel-:1n Director EI�JVIROMNENTAL nUA IIY PERMIT NAME/OWNERSHIP CHANGE FORM I. CURRENT PERMIT INFORMATION: Permit Number: NC00_0_/_5_/_3_/ 8_/. 1. facility Name: FIOLL-TECH, LLC NEW OWNER/NAME INFORMAi ION: 1. 1 his request for a name change is a result ot: _X_a. Change in ownorship of proporty/company b. Name change only c. Other (please explain): or NCG5_/_/ /_/_ RECCEIVEWDEN /Dl FEB 2 8 20 2. New owner's name (name to be put on permit): ` 3. New owners or signing officials name and title: Z41� (Person legally responsible for permit) (Title}) c 4. Mailing address: t4� \ eC lY'YV�P1 N- -City: �► CtG®a'LI State: Zip Code:Z� LQ I Phone: (. a�) 143 t — I7 J THIS APPLICATION PACKAU- WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE APPLICARLnF ITFMS L ISTFD BELOW ARE INCLUDED WITH THE SUBMITTAL. REQUIRED ITEMS: i IMP- 1 This completed application form 2. egal documentation of the transfer of ownership (such as a property deed, articles of incorporation, or sales agreement) [see reverse side of this page for signature requirements] State of North Carolina I Environmental Quality I Water Resources 1617 Mail Servicc4Center I Raleigh, NC 27699-1617 919 807 6300 919-807-6389 FAX https:Hdeq.nc. govlabouUdivisionslwater-resourceslwater-resources-pernutslwastewater-branchlnpdes-wastewater-permits NPDES Name & Ownership Change Page 2 of 2 Applicant's Certification: I, M , attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information and attachments are not included; this application package will be returned as incomplete. Signature: Date: THE G0MPLmFTF_D APPLICATION PACKAGF, INCLUDING ALL SUPPORTING iNronmA T ION & MA"TEnIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS: NC DEQ / DWR / NPDES 1617 Mail Service Center Raleigh, North Carolina 27699-1617 f p' 3......a J Version 1112017 GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT dated March 14, 2019, to be effective as of the Closing, is being entered into by and between Roll -Tech Molding Products, LLC, Inc., a North Carolina limited liability company (the "Seller"), and Roll -Tech Acquisition Co, LLC, a Delaware limited liability company (`Buffer") pursuant to that certain Asset Purchase Agreement dated as of even date herewith, by and among, inter alia, Seller and Buyer (the "Agreement"), providing for the purchase and sale of certain assets of Seller as described in the Agreement. Capitalized terms used but not defined in this General Conveyance, Bill of Sale and Assignment shall have the respective meanings ascribed to them in the Agreement. KNOW ALL MEN BY THESE PRESENTS THAT, pursuant to the terms and conditions of the Agreement and for the consideration set forth therein, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, transfers, conveys, assigns and delivers all of its rights, title and interests in and to the Purchased Assets to Buyer, free and clear of all Liens other than Permitted Liens, to have and to hold the same unto Buyer, its successors and assigns forever. Seller agrees that it will at any time and from time to time, at the written request of Buyer, execute and deliver to Buyer all other and further instruments necessary to vest in Buyer full title, right and interest in or to any of the assets which this instrument purports to transfer to Buyer. This General Conveyance, Bill of Sale and Assignment shall be binding upon Seller and its successors and assigns, and shall inure to the benefit of Buyer, its successors and assigns. Any and all representations, warranties and covenants of the Seller and Buyer contained in the Agreement are incorporated herein by reference and shall survive the execution and delivery of this General Conveyance, Bill of Sale and Assignment, subject to the limitations set forth in the Agreement. There are no warranties of the Seller, either express or implied, except as expressly set forth in the Agreement. This General Conveyance, Bill of Sale and Assignment may be executed in one or more counterparts and via facsimile signature or signature exchanged via portable document format (pdo, and all so executed shall constitute one original, notwithstanding that all the undersigned are not signatories to the original or same counterpart. This General Conveyance, Bill of Sale and Assignment shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. [Signatures on Following Page] 1 IN WITNESS WHEREOF, Seller has duly executed and delivered this General Conveyance, Bill of Sale and Assignment on the date first above written. SELLER: ROLL -TECH MOLDING PRODUCTS, LLC, a North Carolina limited liability company y: _ � �1��x 6 -, " C el"O�C't Patrice M. Bertrand, President BUYER: ROLL-TECII ACQUISITION CO, LLC, a Delaware limited liability company M. James Jang, Vice President Signature Page to Bill of Sale (Roll -Tech Molding Products, LLC) IN WITNESS WHEREOF, Seller has duly executed and delivered this General Conveyance, Bill of Sale and Assignment on the date first above written. SELLER: ROLL -TECH MOLDING PRODUCTS, LLC, a North Carolina limited liability company By: Patrice M. Bertrand, President ROi L-TFC'H AC'QITISITION CO. LLC, a Delaware limited liability company By: 01.4 Jai ice Pre ' nt Signature Page to Bill of Sale (Roll -Tech Molding Products, LLC) Delaware Page The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "ROLL —TECH ACQUISITION CO, LLC", CHANGING ITS NAME FROM "ROLL —TECH ACQUISITION CO, LLC" TO "ROLL —TECH MOLDING PRODUCTS, LLC", FILED IN THIS OFFICE ON THE TWENTIETH DAY OF MARCH, A.D. 2019, AT 11:50 O'CLOCK A.M. 7279680 8100 SR# 20192128758 \11 Jaffrey W, ��IatF; ery at $tale Authentication: 202483417 Date: 03-20-19 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division of Corporations Delivered 11:50 Alf 03/2012019 CERTIFICATE OF AMENDMENT FILED 11:50 AN103120/2019 SR 20192128758 - File Number 7279680 TO CERTIFICATE OF FORMATION Ki ROLL -TECH ACQUISITION CO, LLC The undersigned, desiring to amend the Certificate of Formation, does hereby certify as follows: FIRST. Name of the limited liability company is Roll -Tech Acquisition Co, LLC. SECOND. The Certificate of Formation of the limited liability company is hereby amended as follows: "The name of the limited liability company is Roll -Tech Molding Products, LLC." IN WITNESS WHEREOF, the undersigned has executed this Certificate ofAmendment to the Certificate of Formation on March 20th, 2019. S JAXG, ce President NORTH CAROLINA Department of the Secretary of State AMENDED CERTIFICATE OF AUTHORITY 1, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify that ROLL -TECH MOLDING PRODUCTS, LLC is hereby issued an Amended Certificate of Authority evidencing its name change from ROLL -TECH ACQUISITION CO, LLC. A copy of the application for an amended certificate of authority conforming to the requirements of the general statutes of North Carolina is attached. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 25th day of March, 2019. 0 / i Document ld: C201907710864 Secretary of State Verify this certificate online at http://www.sosnc.govi'verification 1 SOSID:1811296 I Date Filed: 3/25/2019 2:35:00 PM Elaine F. Marshall North Carolina Secretary of State C2019 077 10864 State of North Carolina Department of the Secretary of State APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY FOR LIMITED LIABILITY COMPANY Pursuant to $57D-7.04 of the Nnoral Statutes of North Carolina, the undersigned limited liability company hereby applies for an Amended Certificate of Authority to transact business In the State of North Carolina, and for that purpose submits the following statement. i . Name of Limited Liability Company a. The name of the limited liability company exactly as it appears on the Certificate or Authority currently on file with the North Carolina Department of the Secretary of State: Roll -Tech Acquisition Co, LLC b. The fictitious name, if any, of the limited liability company currently on file with the NC Department of the $"rotary of State is: 2. The stale or country of formation ,:Delaware 3. The date the limited liability company was authorized to transact business in the State of North Carolina is: 2-27-19 4. The changes being made areas follows: (See Instructions for the *ec#7c uses of this document.) The name of the company is being changed from Roil -Tech Acquisition Co, LLC to Roil -Tech Molding Products, LLC. S. Attached is a certificate of existence (or document of similar import), duty authenticated by the Secretary of State or other official having custody of limited liability company records in the state or country of formation. The certificate of oxistence must be kss than six months old. A photocopy of the certification cannot be accepted. 6. This application will be effective upon filing, unless a date and/or time is specified: This the 20th day of March , 2019 . Roll -Tech Acquisition Co, LLC Name of Limited Liability Company 0- Ind atu J mes Jang, Vice President Type or Print Name and Title Not": 1. Filing fee It S30. This application must be tiled with the Secretary of State. BUSINESS REGISTRATION DIVISION P. 0, BOX 29622 RALEIGH, NC 27626.0622 fttev(sedJuly 2017) (Form L•10) Delaware Pagel The First State I, JEEFFREY ff. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO M EBY CERTIFY "ROLL —TECH MOLDING PRODUCTS, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY—SECOND DAY OF MARCH, A.D. 2019. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "ROLL —TECH MOLDING PRODUCTS, LLC" WAS FORMED ON THE TWELFTH DAY OF FEBRUARY, .AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN ASSESSED TO DATE. is 7279680 8300 5R# 20192195075 You may verify this certificate online at corp.delaware.gov/authver.shtml JeMtaY W 9wbc�. SKrHary W StHe Authentication: 2024,98180 Date: 03-22-19 Delaware Page , The First State I, JEFBREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "ROLL —TECH MOLDING PRODUCTS, LLC" IS DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY—SECOND DAY OF MARCH, A.D. 2019. AND T PCB HERERY F(T.RTHF.R C'ERTTFY THAT THE SATD "RC>ZZ—TEC'H MOLDING PRODUCTS, LLC" WAS FORMED ON THE TWELFTH DAY OF FEBRUARY, A.D. 2019. AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE BEEN ASSESSED TO DATE. 7279680 8300 SR# 20192195075 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 202498180 Date:03-22-19