Exhibit A
XXXX OF SALE AND PURCHASE AGREEMENT
This Xxxx of Sale and Agreement, dated September 17, 1999 is by and between
Uniflow Corporation, a subsidiary of Secom General Corporation, a Michigan
corporation ("Uniflow") and General Motors Corporation, a Delaware corporation
("GM").
1. In consideration of Uniflow's receipt net immediate, per the GM payment
system, of the balance of the Settlement Fund after payment of all
obligations thereunder, which are described in a Settlement Agreement
and Mutual Release dated of even date herewith and which is by and
between Uniflow and GM (the "Settlement Agreement"), and after Uniflow
has completed delivery of all of the personal property identified on
Attachment 1, which is attached hereto and made a part hereof (the
"Equipment"), then in accordance with Paragraph 3, Uniflow does hereby
sell, assign, transfer, and set over to GM all right, title and interest
of Uniflow in and to the Equipment.
2. Uniflow warrants that it is the owner the Equipment free and clear of
any liens or other encumbrances, except for those liens held by the
Creditors, which will be terminated contemporaneously with delivery of
the consideration to the Creditors, as more fully described in the
Settlement Agreement. Except for warranty of title, the Equipment is
sold AS IS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF
MERCHANTABILITY OF FITNESS FOR PARTICULARLY PURPOSE AND ANY WARRANTY OF
NON-INFRINGEMENT OF THE PROPRIETARY RIGHTS OF THIRD PARTIES; UNIFLOW
HEREBY DISCLAIMS AND GM HEREBY WAIVES ANY OBLIGATION, LIABILITY, RIGHT,
CLAIM, OR DEMAND IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, PATENT INFRINGEMENT, OR OTHERWISE WITH RESPECT THERETO.
3. The sale of Equipment is F.O.B. Uniflow's facility; delivery of the
Equipment takes place, and title and risk of loss to the Equipment
passes from Uniflow to GM, at the time of loading of such items on the
trucks of the carrier selected by GM or its assignee. GM or its assignee
shall be responsible for disconnecting, dismantling, packaging,
preparation for shipment, and loading of the Equipment onto the truck(s)
of the carrier selected by GM or its assignee.
4. It is anticipated that the Equipment will be available on the dates
indicated on Attachment 1. Uniflow will give GM or its assignee at
least 7 business days
advance notice of the date that specific items of the Equipment will be
ready for loading (the "Loading Day").
5. Uniflow shall bear the risk of loss of the Equipment until such time as
possession is transferred to GM or its assignee; provided however, that
in the event such property is lost, damaged or destroyed by any cause
whatsoever (excluding, however, any caused by the acts or omissions of
GM or its assignee), prior to transfer of possession, this Agreement
shall terminate with respect to such items. Any purchase price
attributable to such items will be returned to GM. Uniflow shall have no
other liability to GM with respect to such lost or damaged property.
6. GM acknowledges that the sale of Equipment does not include any sale,
transfer, or assignment of any patents, licenses, or technical
information with respect to the Equipment. GM shall pay any and all
sales, use, transfer, filing, pro-rated personal property and other
similar taxes or governmental charges with respect to the ownership,
sale or purchase of the Equipment.
7. This Xxxx of Sale and Purchase Agreement may be assigned by GM, provided
however, that any such assignment shall not relieve GM from the timely
payment of the purchase price for the Equipment in accordance with
Paragraph 1. This Xxxx of Sale and Purchase Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns. This Xxxx of Sale and Purchase
Agreement shall be governed by, and construed in accordance with the
laws of the State of Michigan.
INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Xxxx of Sale
and Purchase Agreement to be duly executed on the date and month above.
UNIFLOW CORPORATION GENERAL MOTORS CORPORATION
By: /s/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Its: Director Its: Purchasing Manager
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Secom General Corporation hereby
acknowledges the above Xxxx of Sale
and Purchase Agreement and agrees
to its terms.
SECOM GENERAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Its: Chairman
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