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EXHIBIT C
XXXX OF SALE
This Xxxx of Sale ("Xxxx of Sale") is entered into as of September 11th,
1998, between Community Clinical Laboratories, Inc., a Florida corporation, (the
"Seller"), whose address is 0000 Xxxxx Xx. Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx,
00000, and Medical Technology Laboratories, Inc., a Florida corporation (the
"Buyer"), whose address is 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx
00000, pursuant to the Asset Acquisition Agreement dated as of August 4,1998,
between the Seller and the Buyer ("Acquisition Agreement"). Capitalized terms
not otherwise defined in this Xxxx of Sale shall have the meanings ascribed to
them in the Acquisition Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Seller and the Buyer agree as
follows:
1. 1. The Seller hereby sells, transfers, assigns, conveys, and delivers to
the Buyer and its successors and assigns all of its right, title, and interest
in and to all of the Assets.
2. The Seller and its successors and assigns warrant and will defend title
to the Assets unto the Buyer and its successors and assigns against every person
or entity claiming or to claim the same or any part thereof, except for those
listed on Schedule 1(c), and the claim of AmSouth Banks, if any.
3. The Seller hereby irrevocably constitutes and appoints the Buyer its
true and lawful attorney-in-fact, with full power of substitution and
resubstitution, in its name or the Buyer's name, but on behalf and for the
benefit of the Buyer, to demand, collect, and receive for the account of the
Buyer all of the Assets; to institute or prosecute, in its name or otherwise,
all proceedings which the Buyer may deem necessary or convenient in order to
realize upon, affirm, or obtain title to or possession of or to collect, assert,
or enforce any claim, right, or title of any kind in or to the Assets; and to
defend and compromise any and all actions, suits, or proceedings in respect of
any of the Assets. The Seller agrees that the foregoing powers are coupled with
an interest and are and shall be irrevocable.
4. This Xxxx of Sale shall not be deemed to supersede any of the provisions
of the Acquisition Agreement, and the representations and warranties contained
in the Acquisition Agreement are incorporated by reference in this Xxxx of Sale
as if fully set forth herein.
5. All of the terms and provisions of this Xxxx of Sale shall be binding
upon the Seller, its successors and assigns, and shall inure to the benefit of
the Buyer, its successors and assigns.
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IN WITNESS WHEREOF, the Seller has executed this Xxxx of Sale as of the
date first written above.
COMMUNITY CLINICAL LABORATORIES, INC.
By:____________________
Name:__________________
Its:___________________
MEDICAL TECHNOLOGY LABORATORIES, INC.
By:____________________
Name: Xxxx X. Xxxxxx
Its: President
STATE OF FLORIDA
COUNTY OF PINELLAS
Execution of the foregoing instrument was acknowledged before me on the
____ day of August, 1998, by _________________________________, as
_______________________________ of Community Clinical Laboratories, Inc., a
Florida corporation, on behalf of the corporation. He/She is either personally
known to me or has produced _______________________________________________ as
identification.
Notary Public, State of
(AFFIX NOTARIAL SEAL) (Name)
Commission No. _________________ My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
Execution of the foregoing instrument was acknowledged before me on the
____ day of August, 1998, by _______________________, as _____________________
of Medical Technology Laboratories, Inc., a Florida corporation, on behalf of
the corporation. He is either personally known to me or produced
_______________________________________ as identification.
Notary Public, State of
(AFFIX NOTARIAL SEAL) (Name)
Commission No. _________________ My Commission Expires:
