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HomeMy WebLinkAboutNCG080285_Name-Owner Change Supporting Info_20220929BILL OF SALE This Bill of Sale is made and entered into effective as of 11:59 p.m. Eastern time on February 28, 2022 (the "Effective Time"), by ZENITH FREIGHT LINES, LLC, a North Carolina limited liability company ("Seller"), in favor of J.B. HUNT TRANSPORT, INC., a Georgia corporation ("Buyer"). Buyer and Seller are parties to that certain Asset Purchase Agreement dated as of January 31, 2022 ("Purchase Agreement'), pursuant to which, among other things, Seller has agreed to sell, assign, transfer, convey and deliver to Buyer the Purchased Assets. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. FOR VALUE RECEIVED, the receipt and adequacy of which are hereby acknowledged, and subject to the terms and conditions set forth in the Purchase Agreement, as of the Effective Time, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in, to and under the Purchased Assets. The terms of the Purchase Agreement, including without limitation Seller's representations, warranties, covenants, agreements and indemnities relating to the Purchased Assets, are incorporated herein by this reference. Such representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded, enlarged, modified, or limited hereby but shall remain in full force and effect to the full extent provided in the Purchase Agreement. This Bill of Sale shall not alter, modify or amend the terms of the Purchase Agreement in any respect, or subject the parties to any lesser or greater liabilities, obligations or duties than provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern, supersede and prevail. This Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). This Bill of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Bill of Sale delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Bill of Sale. [Signalure Page Follows] 8547038,1 IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the date first above written. SELLER: ZENITH FREIGHT LINES, LLC By: Bassett Furniture Industries, Incorporated, its sole member By: v fj Name: C��14 dot , <' l Title_ 'f y