BILL OF SALE
KNOW ALL PERSONS BY THESE PRESENTS:
That Drug Guild Distributors, Inc., a New Jersey corporation ("Seller"),
pursuant to and in accordance with, the Asset Purchase Agreement, dated as of
July 1, 1997 (the "Agreement"), by and among Seller, Xxxxxx Health Services,
Inc., a New Jersey corporation ("Xxxxxx") and Xxxxxx Distributors, Inc., a New
Jersey corporation ("Buyer"), and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, does hereby sell,
transfer, assign, convey and deliver to Buyer all of the "Assets" as defined in
the Agreement and as more particularly described below. Any and all initially
capitalized terms used in this Bill of Sale without definition shall have the
respective meanings assigned thereto in the Agreement.
1. All inventories of Seller;
2. All accounts, accounts receivable, notes and notes receivable
including but not limited to (i) receivables in collection or in suit
included in the Closing Balance Sheet and (ii) those receivables
documented in Schedule 1.01(a)(ii) of the Agreement and not previously
paid, retired or cancelled;
3. Those prepaid expenses set forth in Schedule 1.01(a)(iii) of the
Agreement;
4. All rights under contracts, agreements, leases, licenses, purchase
orders, customer sales agreements and other instruments, including
those set forth on Schedule 4.01(i) and Schedule 4.01(q) of the
Agreement;
5. All real estate set forth on Schedule 4.01(q) of the Agreement,
together with all buildings, fixtures and improvements located on or
attached thereto, including Seller's right, title and interest in and
to all leases, subleases, franchises, licenses, permits (to the extent
transferable), easements and rights-of-way which are appurtenant to
said real estate;
6. All books; payment records; accounts; customer lists; environmental
reports or studies; correspondence; technical, accounting, and
procedural manuals; employment and personnel records; and other useful
business records, including electronic media, and any confidential or
other information (other than information relating to claims retained
by Seller pursuant to Section 1.01(b)(iii)
of the Agreement) which has been reduced to writing or utilized in the
conduct of or relating to the Business or the Assets;
7. All rights of Seller under express or implied warranties from the
suppliers of the Assets to the extent transferable (but excluding such
rights insofar as the same pertain to liabilities retained by Seller
under the Agreement);
8. The motor vehicles and rolling stock, including forklifts, listed on
Schedule 1.01(a)(viii) of the Agreement;
9. All of the machinery, equipment, maintenance machinery and equipment,
computers, software and information technology solutions or systems
and all manuals or source codes with respect thereto,
telecommunications systems, office equipment, furniture, leasehold
improvements and construction in progress on the date hereof whether
or not reflected as capital assets in the accounting records of Seller
which are owned by Seller and used or useful in the Business;
10. All right, title and interest of Seller in and to all intangible
property rights relating to the Business, including but not limited to
trade secrets, processes, formulas, know-how and trade names,
including but not limited to trademarks, trademark registrations,
applications for trademark registrations, copyrights, copyright
registrations, certification marks, technical expertise, research data
and other similar property and the registrations and applications for
registration thereof owned by Seller or, where not owned, used by
Seller in its business and all licenses and other agreements to which
Seller is a party (as licensor or licensee) or by which Seller is
bound relating to any of the foregoing kinds of property or rights to
any "know-how" or disclosure or use of ideas;
11. All transferable approvals, authorizations, certifications, consents,
variances, permissions, licenses and permits to or from, or filings,
notices or recordings to or with, federal, state, foreign, provincial
and local governmental authorities as held or effected by Seller
including any licenses, authorizations or permits from the Drug
Enforcement Administration, in connection with the Business and the
Assets;
12. All of Seller's goodwill and the exclusive right to use the name "Drug
Guild" as all or part of a corporate name;
13. Cash and cash equivalents; and
14. Except for the Excluded Assets, all other assets, properties, claims,
rights and interests of Seller which relate to the Business and exist
on the date hereof, of
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every kind and nature and description, whether tangible or intangible,
real, personal or mixed.
Notwithstanding the foregoing, the Assets sold, transferred, assigned,
conveyed and delivered to Buyer hereby, shall not include (i) any refunds of
federal, state or local income or other tax paid by Seller which are not
reflected on the Closing Balance Sheet, (ii) any insurance policies held as of
the date hereof by Seller and related premium agreements for general liability,
product liability and workers' compensation insurance for periods prior to the
date hereof; (iii) any claims Seller may have against its officers, employees,
suppliers of services and goods (other than claims relating to Inventory),
including but not limited to claims against Anchin, Block & Anchin and its
partners, Liberty Mutual Insurance Company and Honeywell, Inc., and the proceeds
or any benefits resulting to Seller as a result of the prosecution or settlement
of any such claims; (iv) the life insurance policy on the life of Xxxxx
Xxxxxxxxx; (v) all trucks or motor vehicles owned or leased by Seller (other
than those set forth on Schedule 1.01(a)(viii) of the Agreement; (vi) any "net
operating loss" carry forwards; (vii) Seller's corporate minute books and stock
books; (viii) accounts receivable previously written off by Seller, for which
there is no reserve therefor on the Closing Balance Sheet; (ix) any claims
against any person or entity relating to Seller's inventory defalcation; and (x)
any other assets or claims of Seller that are off balance sheet items or
otherwise not transferred pursuant to the Agreement.
TO HAVE AND TO HOLD all of the Assets, all and singular, unto Buyer, its
successors and assigns forever, absolutely and unconditionally, to its and their
own use and behalf forever.
From and after the date hereof and upon the request of Xxxxx, Seller shall
duly execute, acknowledge and deliver all such further acts, deeds, assignments,
transfers, conveyances, powers of attorney and assurances as may be reasonably
required to convey to and vest in Buyer and protect its right, title and
interest in the Assets assigned, transferred, sold and conveyed pursuant to this
Bill of Sale and as may be appropriate otherwise to carry out the transactions
contemplated hereby.
This Bill of Sale shall inure to the benefit of the Buyer, its successors
and assigns, shall be binding upon Seller and its successors, assigns and
transferees, and shall survive the execution and delivery hereof.
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IN WITNESS WHEREOF, Xxxxxx has caused this Bill of Sale to be executed this
1st day of July, 1997.
DRUG GUILD DISTRIBUTORS, INC.
By /s/ Xxxxxx Xxxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxxxx
Title: President
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STATE OF )
) ss.:
COUNTY OF )
Personally appeared before me the undersigned, a Notary Public in and for
said County, Xxxxxx Xxxxxxxxxxxx, to me known and known to me to be the
President of Drug Guild Distributors, Inc., the corporation that executed the
foregoing instrument as Seller, who acknowledged that he did sign said
instrument as such officer for and on behalf of such corporation, and that the
same is his free act and deed as such officer, and the free act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this 1st
day of July, 1997.
/s/
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Notary Public
My commission expires:
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