EXHIBIT 10.22
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XXXX OF SALE
ASSIGNMENT OF CONTRACTS,
AND
ASSUMPTION AGREEMENT
BY AND BETWEEN
HIGHWAY TRANSPORT, INC.,
------------------------
AN ALABAMA CORPORATION
("SELLER")
AND
XRG, INC.,
----------------------
A DELAWARE CORPORATION
("BUYER")
EFFECTIVE APRIL 2, 2004
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XXXX OF SALE
ASSIGNMENT OF CONTRACTS
AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE, ASSIGNMENT OF CONTRACTS AND ASSUMPTION AGREEMENT is
made as of the 2nd day of April, 2004, and is effective as of the 2nd day of
April 2004, by end between Highway Transport, Inc., an Alabama corporation
("Seller"), and XRG, Inc., a Delaware corporation ("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer have entered into, executed and delivered an
Asset Acquisition Agreement dated March 31, 2004 (the "Agreement"), wherein
Seller has agreed to self and Buyer has agreed to purchase the Assets of Seller,
and Seller has agreed to assign to Buyer certain of its contracts, agreements
and leases and all rights thereunder, and Buyer has agreed to assume certain
liabilities of Seller regarding the assets, contracts, agreements and leases, as
hereinafter described and defined; and
WHEREAS, this Xxxx of Sale, Assignment of Contracts and Assumption
Agreement (collectively, "Xxxx of Sa1e") is being executed and delivered in
order to effect (i) the transfer of the Assets to Buyer; (ii) the assignment of
contracts, agreements and leases and all rights thereunder; and (iii) the
assumption by Buyer of certain liabilities of Seller;
NOW, THEREFORE, In consideration of Ten and 00/100 Dollars {$10.00) and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged the parties hereto agree as follows:
1. Sale and Transfer. Seller hereby sells, assigns, transfers, conveys,
sets over and de1ivers to Buyer certain of the tangible and intangible assets of
Seller and all rights and interests which are owned by Seller located at
Seller's place of business, and certain of the tangible and intangible assets
and all rights and interests used or intended to be used in the operation of
Seller's business as of the date of the Agreement (collectively, "Assets"), and
all existing warranties with respect to the Assets. The Assets shall include,
but shall not be limited to all property and assets described In the following
categories:
(a) all Seller furniture, fixtures, equipment, vehicles, computers
and other items listed in Exhibit A;
(b) all Seller shipped contacts and owner-operator contacts and
accounts, and any written agreements and contracts that are listed in Exhibit
"B" and all rights thereunder;
(c) all claims, deposits, prepayments, refunds, causes of action,
rights of recovery, rights of set off, and rights of recoupment (including any
such item relating to the payment of taxes) associated with the Purchased
Assets;
(d) all of Seller's operating authority, franchises, approvals,
permits, licenses, leases, registrations, certificates, variances, and similar
rights obtained from governments and governmental agencies;
(e) all of the customer and supplier lists, creative materials,
advertising, promotional materials, studies, reports, business plans and
marketing plans of Seller;
(f) all of Seller's intellectual property; and
(g) all goodwill associated with the foregoing.
The Assets are subject to no encumbrances, easements, charges,
adverse c1aims, liens, mortgages, security interests, or liabilities whatsoever,
except those as set forth Exhibit ___ attached hereto and incorporated herein by
reference (collectively, the "Permitted Obligations"), of which Buyer will
assume. Buyer shall assume no other obligation of Seller unless identified on
Exhibit "C".
2. Assumption of Permitted Obligations. Buyer hereby assumes the Permitted
Obligations of Seller relating to the operation of Seller's business, as more
particularly described in Exhibit "B".
TO HAVE AND TO HOLD unto Buyer, its successors and assigns forever.
This Xxxx of Sale is an absolute conveyance, the Seller having sold the
property to Buyer for a fair and adequate consideration.
Seller declares and acknowledges that this conveyance is made freely and
fairly, and that there are no agreements, oral or written, other than the
Agreement and this Xxxx of Sale, Assignment of Contracts and Assumption
Agreement between Seller and Buyer with respect to the Assets.
Seller hereby covenants to and with Buyer that Seller is the lawful owner
of the Assets; that the Assets are free from all encumbrances whatsoever, except
as disclosed in the Agreement and the Exhibit "B"; that Seller has good right
and lawful authority to sell the Assets; and that Seller will warrant and defend
the sale of the Assts hereby made unto Buyer against the lawful claims and
demands of all persons and entities whomsoever.
IN WITNESS WHEREOF, this Xxxx of Sale, Assignment of Contracts and
Assumption Agreement has been duly executed and delivered by the duty authorized
officers of Seller and Buyer as of the date first above written.
WITNESSES: SELLER:
Highway Transport, Inc.,
an Alabama corporation
_____________________________ By:_______________________________
Print Name:__________________ Print Name:_______________________
As:_______________________________
_____________________________
Print:_______________________
WITNESSES: BUYER:
XRG, INC.,
A Delaware corporation
_____________________________ By:_______________________________
Print Name:__________________ Print Name:_______________________
As:_______________________________
_____________________________
Print:_______________________
STATE OF _______________)
COUNTY OF ______________)
The foregoing instrument was acknowledged before me this 5th day of April
2004, by J. XXXXXX XXXXX as President of HIGHWAY TRANSPORT, INC., an Alabama
corporation, who is personally known to me, or who produced a __________________
as identification.
_________________________________
Notary Public
Print Name: _____________________
My Commission Expires:
STATE OF _____________)
COUNTY OF ____________)
The foregoing instrument was acknowledged before me this 6th day of April,
2004, by XXXXX X. XXXXXXX as CEO of XRG, INC., a Delaware corporation, on behalf
of said corporation, who is personally known to me, or who produced a
_______________ as identification.
________________________________
Notary Public
Print Name: ____________________
My Commission Expires:
