BILL OF SALE
XXXX
OF SALE
THIS XXXX
OF SALE (“Xxxx of Sale”) is made as of the 1st day of
July, 2008, by and between (i) XXXXXX CATERING, INC., a Kentucky corporation
that operates a catering business located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx (“Business”), as the “Seller,” (ii) XXXXXX CATERING AND EVENTS,
LLC, a Kentucky limited liability company, as the “Buyer,” (iii) Xxxxxxx X.
Xxxxxxx (“Xxxxxxx”), (iv) Xxxxx X. Xxxxx, and (v) Southern Bella, Inc., a
Delaware corporation.
1. ASSETS CONVEYED. On
the date hereof, the Seller xxxxx xxxxx, transfers, conveys, assigns and
delivers to the Buyer, and the Buyer hereby purchases and acquires from the
Seller, free and clear of all encumbrances all of the Seller’s right, title and
interest under, in and to the assets of every kind, character and description,
whether tangible or intangible, real and personal, and wherever situated,
associated exclusively with the Seller’s use and operation of the Business
(“Acquisition Assets”), including, without limitation, all of the assets listed
on Exhibit A, attached
hereto and made a part hereof.
2. PURCHASE
PRICE. Contemporaneously with the execution of this Xxxx of
Sale, the Buyer shall forgive the repayment of the Ten Thousand Dollars
($10,000.00) promissory note by Southern Bella, Inc. to Xxxxxxx, as assigned by
Xxxxxxx to Buyer, and pay off the $75,000 line of credit from Republic Bank to
the Buyer and release Xxxxx X. Xxxxx and Southern Bella, Inc. from their
personal guarantees of that line of credit as a purchase price for the
Acquisition Assets (“Purchase Price”).
3. NO ASSUMPTION OF
LIABILITIES. The Buyer does not assume, and shall not in any
manner become responsible or liable for, any debts, obligations or liabilities
related to the Acquisition Assets, the Business or of the Seller, whether known
or unknown, fixed contingent or otherwise, or any of the Seller’s duties,
obligations or responsibilities thereto.
4. FUTURE BUSINESS. To
the extent that Seller refers to Buyer a signed contract to perform a catering
job that Buyer desires to perform, Buyer shall pay to Seller 10% of the catering
price to the extent that a 10% profit is not obtainable by Buyer under the terms
of the contract, then 50% of the profit that Buyer would otherwise earn, to
Seller upon receipt of payment by Buyer from the client.
5. REPRESENTATIONS AND
WARRANTIES. The Seller represents and warrants to the Buyer
that (i) the Seller owns the Acquisition Assets hereby conveyed, (ii) the
Acquisition Assets are free and clear of all liens, security interests and
encumbrances whatsoever, and (iii) the Seller shall defend the title to the
Acquisition Assets hereby conveyed against the claims and demands of all
persons; provided, however, that the parties acknowledge that Xxxxxxx is paying
off the existing line of credit at Republic Bank simultaneously with the sale
described herein.
6. INDEMNIFICATION. The
Seller agrees to indemnify and hold the Buyer harmless against and from any
expenses or costs incurred by the Buyer, including attorneys’ fees, and arising
out of or attributable to any breach of any representation, warranty, or
covenant made by the Seller in this Xxxx of Sale.
7. FUTURE EXECUTION OF
DOCUMENTS. The Seller hereby covenants and agrees that the
Seller shall, whenever and as often as required so to do by the Buyer and its
successors and assigns, do, execute, acknowledge and deliver, at the Seller’s
expense, any and all other and future acts, deeds, assignments, transfers,
conveyances, confirmations, powers of attorney and any instruments of further
assurance, approval and consents as successors and assigns, may hereafter deem
necessary or appropriate in order to complete, insure and perfect the conveyance
and transfer to the Buyer all of the right, title and interest of the
Acquisition Assets.
8. BENEFIT. This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto
and their respective successors and assigns.
9. BROKERS. The
parties hereto have not directly or indirectly entered into any agreement with
any person, firm or corporation that would obligate any party to pay any
commission, brokerage or “finder’s fee” in connection with the transactions
contemplated herein.
10. SURVIVAL. All of
the representations, warranties and covenants contained in this Xxxx of
Sale.
11. GOVERNING LAW. This
agreement shall be governed by, and construed in accordance with, the laws of
the Commonwealth of Kentucky without regard to its conflict of laws
rules.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.
XXXXXX
CATERING, INC.,
By: /s/ Xxxxx X.
Xxxxx
Xxxxx X. Xxxxx,
President
(“Seller”)
XXXXXX
CATERING AND EVENTS, LLC
By: /s/ Xxxxxxx X.
Xxxxxxx
Xxxxxxx X. Xxxxxxx, Member
(“Buyer”)
/s/Xxxxx X.
Xxxxx
XXXXX X. XXXXX
/s/ Xxxxxxx X.
Xxxxxxx
XXXXXXXX X. XXXXXXX
(“Xxxxxxx”)
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SOUTHERN
BELLA, INC.
By: /s/ Xxxxx X.
Xxxxx
Xxxxx X. Xxxxx, President
STATE OF
KENTUCKY
COUNTY OF
FAYETTE
The
foregoing Xxxx of Sale was acknowledged before me this 1st day of July, 2008, by
Xxxxx X. Xxxxx as President of Xxxxxx Catering, Inc. a Kentucky
corporation.
My
commission expires: 02/22/12.
/s/ Xxxx X.
Xxxxxxxx
NOTARY PUBLIC, State at Large,
Kentucky
STATE OF
KENTUCKY
COUNTY OF
FAYETTE
The
foregoing Xxxx of Sale was acknowledged before me this 1st day of July, 2008, by
Xxxxxxx X. Xxxxxxx as a Member of Xxxxxx Catering and Events, LLC, a Kentucky
limited liability company.
My
commission expires: 02/22/12.
/s/ Xxxx X.
Xxxxxxxx
NOTARY PUBLIC, State at Large,
Kentucky
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STATE OF
KENTUCKY
COUNTY OF
FAYETTE
The
foregoing Xxxx of Sale and Assignment was acknowledged before me this 1st day of
July, 2008, by Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, individually, and by Xxxxx X.
Xxxxx, as President of Southern Bella, Inc., a Delaware
corporation.
My
commission expires: 02/22/12.
/s/ Xxxx X.
Xxxxxxxx
NOTARY PUBLIC, State at Large,
Kentucky
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