Exhibit 10.14
ASSET SALE AGREEMENT
THIS ASSET SALE AGREEMENT (the "Agreement"), made this 5th day of September,
2002, by and between Fruita Marketing and Management, Inc., 000 X. Xxxx, Xxxxxx,
XX 00000 (the "Purchaser") and Crown Asphalt Distribution, L.L.C., 000 Xxxxx
Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000 (the "Seller").
RECITAL: The Seller desires to sell to Purchaser, and Purchaser desires to
purchase from the Seller certain of Seller's assets located on real property
owned by the Purchaser (the "Premises"), and having an address of 0000 Xxxxxxx 0
& 00, Xxxxxx, XX 00000.
IN CONSIDERATION of the mutual promises and covenants contained herein, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. SALE OF ASSETS
A. SALE OF ASSETS: The Seller shall sell, assign, transfer and deliver
to the Purchaser, and the Purchaser shall purchase and accept at closing,
certain assets of the Seller, or in which the Seller has any right, title or
interest of any kind and description (the "Assets"), including:
TANGIBLE PERSONAL PROPERTY
Four (4) petroleum product storage tanks including any and all
associated piping, valves and supporting items located on the
Premises with an address of 0000 Xxxxxxx 0 & 00, Xxxxxx, XX
00000, and owned by the Seller, which property shall be more
fully described as follows:
Tank # Tank Description
------ ----------------
2050 2,000 bbl capacity, floating roof
40075 40,000 bbl capacity, fixed roof
55082 55,000 bbl capacity, fixed roof
55092 55,000 bbl capacity, fixed roof
E. XXXX OF SALE: All Assets being sold shall be conveyed and
transferred by means of a xxxx of sale (hereinafter called the "Xxxx of
Sale"), in a form similar to that attached hereto as Exhibit A. The
Seller warrants that it has good and marketable title to the Assets and
that the Assets will be delivered to the Purchaser free and clear of
all liens, claims, encumbrances or leases.
II. PURCHASE PRICE AND TERMS
A. PURCHASE PRICE: The Purchase Price shall be Ten U.S. Dollars
($10.00) and other good and valuable considerations. Such
additional consideration shall include the release by
Purchaser of all claims against Seller by Purchaser such that
the Seller is unconditionally released of the financial
liability for the removal of the Assets from the Premises of
Purchaser and is also released from any claims related to any
pollution, contamination or other environmental condition on
the Premises.
III. REMOVAL OF PRODUCT, REMOVAL OF FMM PRODUCT, DATE OF SALE AND RELEASE OF
ENVIRONMENTAL LIABILITY
A. REMOVAL OF PRODUCT: The Seller shall remove all
product/material from the Assets such that all Assets shall be
emptied and the product/material transported off the Premises
by no later than Tuesday, October 15, 2002, in an
environmentally safe manner without causing any damage, except
for any modification to the tanks which shall be mutually
agreed in advance, to the Assets or the Premises of the
Purchaser. The Seller shall not be obligated to clean the
Assets after removal of all product/material from said Assets.
B. REMOVAL OF FMM PRODUCT: The Seller shall remove all
product/material from the Purchaser's tank #4008 1, assuming
it can be removed by any conventional method including but not
limited to being heated and removed by pump, such that tank
number 40081 shall be emptied and the product/material
transported off the Premises by no later than Tuesday, October
15, 2002, in an environmentally safe manner without causing
any damage to tank #40081 or the Premises of the Purchaser.
The Seller shall not be obligated to clean tank #40081 after
removal of all product/material from said tank. If the
product/material cannot be removed from Purchaser's tank
#40081 by any conventional method, then Seller has no further
obligation with respect to removal of the product/material
from tank #40081 and Purchaser will unconditionally release
Seller as provided in Paragraph D below.
X. XXXX OF SALE: The Date of Sale which shall be the date that
this contemplated transaction is concluded which shall be
Thursday, September 5, 2002. This Date of Sale shall be the
effective date of this contemplated transaction. On this date
the Seller shall deliver a duly executed Xxxx of Sale to the
Purchaser.
D. RELEASE OF ENVIRONMENTAL LIABILITY: Conditioned upon the
Seller's removal of all product/material stated in Article
III, Sections A & B, in an environmentally safe manner, the
Purchaser unconditionally releases Seller from any and all
liability or claims related to or arising out of the ownership
and operation of the Assets and/or Seller's use of the
Premises, including, without limitation, any liability or
claim related to pollution, contamination, or other
environmental condition.
IV. REPRESENTATIONS & WARRANTIES OF THE SELLER
A. ORGANIZATION AND STANDING: The Seller is a Utah limited
liability company validly existing and in good standing to do
business in the State of Utah.
B. AUTHORITY: The Seller has the full power and authority to
enter into this Agreement and to conclude the transaction
described herein and no other contract or agreement to which
it is a party prevents it from concluding this transaction.
Seller warrants it owns the Assets described in this Agreement
and has good and clear title to such Assets.
C. LITIGATION: The Seller warrants that there is no litigation
pending or proceeding or any tax claim, threatened or pending,
against or relating to the Assets; nor does the Seller know or
have reasonable grounds to know of any basis of any such
action or governmental investigation relative to the Assets.
D. SURVIVAL: All of the representations and warranties of the
Seller hereunder shall continue to be true and complete on the
Date of Sale and shall survive the consummation of the
transaction provided for herein.
V. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
A. ORGANIZATION AND STANDING: The Purchaser is a Delaware
corporation validly existing and in good standing in the State
of Colorado.
B. AUTHORITY: The Purchaser has the full power and authority to
enter into this Agreement and to conclude the transaction
described herein and no other contract or agreement to which
it is a party prevents it from concluding this transaction.
Purchaser warrants he owns the Premises described in this
Agreement.
C. SURVIVAL: All of the representations and warranties of the
Purchaser hereunder shall continue to be true and complete on
the Date of Sale and shall survive the consummation of the
transaction provided for herein.
VI. GENERAL PROVISIONS
A. ENTIRE AGREEMENT: This Agreement contains the entire
understanding of the parties with regard to the subject matter
hereof and no other warranties, representations, promises or
agreements have been made between the parties, and neither the
Purchaser nor the Seller shall be bound by any warranties,
representations, promises or agreements not set forth in this
Agreement. This Agreement supersedes any previous agreement or
understanding and cannot be modified except in writing by all
of the parties hereto.
B. BINDING EFFECT: Upon execution, this Agreement which is not
assignable without the written consent of both parties shall
be absolutely binding and fully enforceable and shall inure to
the benefit of the parties hereto, their successors, personal
representatives, and heirs.
C. NOTICES: All notices as may be required by this Agreement
shall be sent to the respective parties at the addresses set
forth above by either registered or certified mail. A party to
this Agreement may specify a change in address by appropriate
registered or certified mailing to other party.
D. SEVERABILITY: In the event that any of the provisions, or
portions thereof, of this Agreement are held to be
unenforceable or invalid by any court or tribunal of competent
jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be affected thereby
and effect shall be given to the intent manifested by the
provisions, or portions thereof, held to be enforceable and
valid.
E. FEES AND COSTS: Anything to the contrary herein
notwithstanding, in the event of engaging an attorney to
enforce this Agreement or any litigation arising out of this
Agreement, the court or tribunal shall award to the prevailing
party all reasonable costs and expenses, including attorneys'
fees, court costs and costs of collection.
F. JURISDICTION: This Agreement is made and entered into in Mesa
County, Colorado, and shall be governed and interpreted under
the laws of the State of Colorado, and the courts of Mesa
County, Colorado.
IN WITNESS WHEREOF, the parties signing below have executed and delivered this
Asset Sale Agreement as of the date first above written, and the parties
expressly acknowledge fully reading, understanding, and receiving a true copy of
this document.
SELLER: CROWN ASPHALT DISTRIBUTION, L.L.C.
By: /s/ Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, Manager
PURCHASER: FRUITA MARKETING AND MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxx Xxxxxx, President
By: Xxxxxxx X. Xxxxxx, Attorney & Agent
EXHIBIT A
XXXX OF SALE
KNOW ALL BY THESE PRESENTS, that Crown Asphalt Distribution, L.L.C., 000 Xxxxx
Xxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxx Xxxx Xxxx, Xxxxxx of Salt Lake, State of
Utah, the Seller, for and in consideration of Ten U.S. Dollars ($10.00) and
other good and valuable considerations, delivered to the Seller, at or before
the ensealing or delivery of these presents by Fruita Marketing and Management,
Inc., 000 X. Xxxx, Xxxx xx Xxxxxx, Xxxxxx of Mesa, State of Colorado, the
Purchaser, the receipt of which is hereby acknowledged, has bargained and sold,
and by these presents does grant and convey unto the said Purchaser, his
personal representatives, agents, successors and assigns, the following personal
property, tangible and intangible, to wit:
PETROLEUM PRODUCT STORAGE TANKS
TANK NUMBER TANK DESCRIPTION
----------- ----------------
2050 2,000 bbl capacity, floating roof
40075 40,000 bbl capacity, fixed roof
50082 55,000 bbl capacity, fixed roof
50092 55,000 bbl capacity, fixed roof
OTHER PERSONAL PROPERTY
All associated piping, valves and supporting items located at 0000
Xxxxxxx 0 & 00, Xxxxxx, Xxxxxxxx 00000, TO HAVE AND TO HOLD the same unto the
said Purchaser, his personal representatives, agents, successors and assigns,
forever. The Seller shall warrant that it has good and marketable title to the
Assets and that the Assets will be free and clear of all liens, claims,
encumbrances and leases. The Seller covenants and agree to and with the
Purchaser, his personal representatives, agents, successors and assigns, to
WARRANT AND DEFEND the sale of said personal property, tangible and intangible,
against all and every person or persons whomever.
IN WITNESS WHEREOF, the Seller has executed this Xxxx of Sale this 5th day of
September, 2002.
SELLER: CROWN ASPHALT DISTRIBUTION, L.L.C.
/s/ Xxx Xxxxxx
---------------------------------
Xxx Xxxxxx, Manager
STATE OF UTAH }
} ss.
County of Salt Lake }
The foregoing instrument was acknowledged before me this 5th day of September,
2002, by Xxx Xxxxxx President of Crown Asphalt Distribution, L.L.C.
NOTARY PUBLIC Witness my hand and official seal,
XXXXXXX X. XXXXXX
0000 XXXX XXXXXXXXXX XX. /s/ Xxxxxxx X. Xxxxxx
XXXXX, XX 00000 -----------------------------------
MY COMMISSION EXPIRES Notary Public
OCTOBER 10, 0000
XXXXX XX XXXX
