Exhibit 10.7
XXXX OF SALE
This Xxxx of Sale dated as of March 30, 2007 (the "Xxxx of Sale") is
entered into by Elite Automotive Group, LLC (the "Seller"), in favor of All
Night Auto of Oklahoma, Inc. (the "Purchaser").
Capitalized terms used herein without definition shall have the
respective meanings set forth in the Purchase Agreement (as defined below).
The Seller, the Purchaser, and others have entered into an Asset
Purchase Agreement dated as of March 30, 2007 (the "Purchase Agreement"),
pursuant to which the Seller has agreed to sell, transfer, assign, convey and
deliver to the Purchaser, and the Purchaser has agreed to purchase and accept
from the Seller, the Purchased Assets upon the terms and conditions set forth
therein.
In consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
intending to be legally bound, the Seller and the Purchaser hereby agree as
follows:
1. Pursuant to the terms and conditions of the Purchase Agreement,
the Seller hereby sells, transfers, assigns, conveys and delivers to the
Purchaser, free and clear of all Liens, all of the Seller's right, title and
interest in and to the Purchased Assets.
2. The Seller agrees to execute and deliver all such other
instruments of conveyance, and do all as shall, in the reasonable opinion of the
Purchaser, be necessary to transfer to the Purchaser, the Purchased Assets in
accordance with the terms of the Purchase Agreement.
3. This Xxxx of Sale is subject to the terms and conditions of the
Purchase Agreement. The representations, warranties, covenants, agreements and
obligations of the Seller contained in the Purchase Agreement are incorporated
herein by reference and constitute an integral part of this Xxxx of Sale and
shall survive the execution and delivery hereof to the extent provided therein.
4. This Xxxx of Sale shall be governed by, and construed in
accordance with, the laws of the State of Michigan, applicable to contracts
executed in and to be performed entirely within that state.
5. This Xxxx of Sale and the terms and provisions hereof shall inure
to the benefit of and be binding upon the respective successors and assigns of
the Seller and the Purchaser.
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Xxxx of Sale - Elite Automotive Group, LLC to XXX Oklahoma, Inc. Page 1 of 2
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Xxxx of Sale to be executed the day and year first written above.
SELLER:
ELITE AUTOMOTIVE GROUP, LLC
By: _________________________________
Xxxxxxx X. Xxxxxxxx, Sole Manager
PURCHASER:
ALL NIGHT AUTO OF OKLAHOMA, INC.
By: _________________________________
Xxxxxxxx X. Xxxxx, President