PURCHASE AND SALE AGREEMENT
This Agreement is entered into this 7th day of April, 2003, between Freedom
Financial Group Inc. (FKA Xxxxxxx Financial Group/Xxxxxxxx Financial Group) a
Delaware corporation (together with its affiliate "Seller") and The Xxxxx
Company, an Ohio corporation, and/or its Assigns, ("Buyer").
WHEREAS, Seller wishes to sell and Buyer wishes to buy all of Seller's right,
title and interest in and to certain Contracts (as defined below) secured by
first liens on manufactured homes
IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL COVENANTS AND AGREEMENTS
HEREINAFTER CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
DEFINITION
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, will have the following meanings:
Agreement: This Agreement together with all exhibits and schedules hereto and
all subsequent written amendments and supplements hereto and thereto.
Business Day: Any day other than a Saturday or Sunday, or a day on which banking
institutions in California are authorized or obligated by law or executive order
to be closed.
Closing: The consummation of the transactions contemplated to take place under
this Agreement on the Closing Date.
Closing Date: April 7th 2003, or such later date as may be agreed to by the
parties to this Agreement.
Contract: A retail installment sales contract or note evidencing both an
Obligor's obligation to pay the indebtedness provided for in the retail
installment sales contract or note and the security interest in a manufactured
home and any Improvements thereto.
Contract File: The credit application and investigation, all documents of
insurance, and all other documentation in possession of Seller relating to a
Contract.
Contract Rate: The per annum rate of interest to be paid by an Obligor as
provided in a Contract.
Cut-off Date: April 7th 2003, after which date Seller will no longer process
payments received from or on behalf of Obligors.
Escrow: Any funds held in trust by Seller for payment of insurance premiums or
taxes and any funds received by Seller from an Obligor or for payment of any
purpose on a Contract, that have not been applied to reduce the principal or
interest owed by the Obligor and not otherwise applied to the Contract.
Obligor: The person or persons other than Seller who executed a Contract.
Schedule of Contracts: The schedule listing the Contracts to be purchased by
Buyer on the Closing Date in the form attached hereto as Exhibit A.
Security Instrument: A manufacturer's certificate or statement of origin,
certificate of title, UCC financing statement, mortgage, deed of trust and/or
security deed duly filed and/or recorded, as required, in state and/or
town/city/county offices, as appropriate, evidencing Seller's perfected first
priority security interest in a manufactured home.
Unpaid Principal Balance: With respect to a Contract, the Obligor's original
principal balance minus (i) the cumulative principal portion of each installment
received from the Obligor and applied to reduce such balance, the application of
such installment being determined by applying interest at the Contract Rate
through and including the date of such payment and the remainder being applied
to reduce the principal balance, and minus (ii) any principal prepayments
received from the Obligor and applied to reduce such balance. The principal and
interest portion of each installment is determined in the manner specified in
each Contract.
ARTICLE 2
PRICE
The purchase price of each Contract will be calculated as of the Closing Date
and will be equal to thirty one percent (31 %) of the Unpaid Principal Balance.
ARTICLE 3
OWNERSHIP AND SECURITY INTEREST
Seller will reasonably cooperate with Buyer to take the action Buyer deems
reasonably necessary to transfer to Buyer all of Seller's right, title and
interest in and to the Contracts free and clear of all claims, liens and
encumbrances, including, but not limited to, notifying the Obligors and others
of Buyer's ownership of the Contracts and first priority security interest in
the manufactured homes, the delivery of all originals of the Contracts and
Contract files to Buyer, the execution of assignments, financing statements, and
certificates of title.
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
For each Contract purchased by Buyer, Seller hereby represents, warrants and
covenants as follows:
1. To Seller's knowledge, all information set forth in any Contract
File, and all other information furnished to Buyer by Seller with
respect to the Contracts is true and correct in all respects.
2. To Seller's knowledge each Security Instrument constitutes, or in
the case of an application for a Security Instrument will
constitute, upon proper assignment, filing or recording, a perfected
first priority security interest in a manufactured home in favor of
Buyer.
3. To Seller's knowledge there are no mechanic's liens or claims for
work, labor or material affecting a manufactured home, or any
addition accessories and furnishings described in the Contract, or
any improvements thereto
4. Other than disclosed in the loan files, Seller has not been made
aware of any delinquent tax, rent, assessment, lien or other charge
outstanding against a manufactured home.
5. To the Sellers knowledge there is no valid offset, defense or
counterclaim to any Contact or Security Instrument, including the
obligation of the Obligor to pay the unpaid principal, interest, or
other charges on such Contract.
6. The manufactured homes, including any additional accessories and
furnishings in the manufactured homes described in the Contracts,
are in an "as is where is" condition without further representations
by the Seller.
7. The Contract and Security Agreement represent a valid, binding and
enforceable obligation on behalf of the Obligor under the related
Contract, enforceable in accordance with their terms, subject only
to applicable laws relating to insolvency, bankruptcy, and equitable
remedies.
8. There is no holder in due course claim or any claim against any
third party available to the Obligor which would interfere with the
Buyer's right to enforce the Contract or Security Instrument, to
sell at a sale in the nature of foreclosure or the right to
repossession.
9. The manufactured home is insured under standard homeowner's hazard
and casualty insurance policies, with extended coverage, naming
Seller and its assignees (including Buyer) as loss payee, for an
amount equal to the Unpaid Principal Balance of the Contract or the
full cash value of the manufactured home.
10. Seller, it is believed, was at the time it originated the Contracts
a legal entity (Sub S Corporation) duly organized, validly existing,
appropriately licensed and in good standing under the laws of the
State where the manufactured home is located and at the time it
acquired the Contracts.
11. Seller has the corporate or other requisite legal power to sell,
transfer and assign the Contracts and corresponding Security
Instruments, and such sale, transfer and assignment have been duly
authorized by any necessary corporate or other legal action of
Seller and constitute the legal, valid and binding obligation of
Seller, enforceable in accordance with the terms thereof. Seller has
obtained any and all necessary consents of third parties required of
them in order to accomplish such sale, transfer and assignment, and
such sale, transfer, and assignment will not result in Seller's
being in default under any of the provisions of its articles of
incorporation, by-laws, limited partnership agreement, articles of
organization, operating agreement or of any material credit or other
agreements to which it is a party.
12. There is only one original of each Contract document and such
original is being delivered to Buyer on the Closing Date. In the
event the Seller does not have the original Contract document,
Seller will provide a copy and a Lost Contract Affidavit to Buyer.
Seller has good and marketable title to, and is the sole owner of,
the Contracts without any claim thereto or the requirement of
consent from any person or entity not a party hereto.
13. The manufactured home has not been released from the lien created by
the Security Instrument nor have any of the terms of the Security
Instrument been modified.
14. There are no actions, suits or proceedings existing, pending or
threatened against or affecting Seller before any court, arbitrator
or governmental or administrative body or agency which affect the
validity or enforceability of the Contract or which might result in
any adverse change in the value of the Contract.
15. All actions taken by Seller, all Contract documents, and all forms,
letters, notices, statements and other materials used by Seller in
connection with the Contracts, comply with Title I of the Federal
Consumer Credit Protection Act, being the Truth in Lending
Simplification and Reform Act, as amended, and Revised Regulation Z,
as amended, and any applicable state law governing such Contract
documents.
16. Neither Seller nor any other entity retains or holds any rights or
interests in the Contract or any proceeds from a Contract, including
any rights or options to service such Contact.
17. Seller has transmitted, or will within the time prescribed by
applicable law, rule or regulation transmit, to the appropriate
federal or state taxing authority and to each Obligor any required
form or other notice setting forth the amount of interest paid by
the Obligor to Seller during the calendar year 2003.
18. The amounts shown on the Schedule of Contracts (Exhibit A) delivered
to Buyer at Closing are correct in all material respects.
19. Seller assigns to Buyer with each Contract all of Seller's rights
and interest in and to any late charges, insurance receivable,
partial payments receivable and tax receivable. No adjustment in the
Purchase Price or Unpaid Principal Balance has been made for any of
these receivable balances.
20. After Closing, Seller will forward to Buyer in an expedient manner
and at the expense of Seller, all moneys and correspondence received
from Obligors or in regards to a Contract or the manufactured home.
21. After Closing, for a 90 day period, Seller will assist Buyer in
reconciling payment or other disputes with Obligors.
22. Seller will assign its interest in any agreements between Seller and
any retailer who assigned Contracts to Seller, as such agreements
relate to the Contracts sold by Seller to Buyer.
23. Seller will hold Buyer harmless from and against any claims made
against Buyer for actions of Seller prior to the Closing Date.
24. Seller is responsible for any expenses incurred before the Cut-off
date including but not limited to legal fees, etc. Buyer is
responsible for any expenses it incurs after the Cut-off date.
ARTICLE 5
BREACH OF WARRANTY
Upon discovery by either Seller or Buyer, up to 90 days after Closing, of any
breach of any of the aforesaid covenants, representations and warranties as they
pertain to specific contract, the party discovering such breach must give prompt
written notice to the other. Within 30 days of either its discovery of breach or
its receipt of notice of breach, Seller must cure such breach or upon demand of
Buyer, repurchase from Buyer the specific Contract, with respect to which such
breach exists. In the event of such a repurchase, Buyer must deliver to Seller
the related Contract Security Agreement, Contract File and assign to Seller all
of Buyer's right, title and interest in and to the related Contract free and
clear of any and all claims, liens and encumbrances, except for those which
existed at the time of Buyer's purchase of such Contract. Any such repurchase by
Seller must be for a repurchase price equal to thirty one percent (31%) of the
Unpaid Principal Balance of such Contract, plus accrued interest as of its date
of repurchase.
ARTICLE 6
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer hereby represents, warrants and covenants to Seller as follows:
1. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Ohio and has full corporate
power and authority to own its properties and carry on its business
as it is now being conducted, and is duly qualified to transact
business as it is now being conducted as a foreign corporation in
all jurisdictions where such qualification is required, unless such
failure to qualify would not have a materially adverse effect on
Buyer's ability to carry out its obligations hereunder.
2. Buyer has the corporate power to purchase the Contract and
corresponding Security Instrument and such purchase has been duly
authorized by any necessary corporate action of Buyer and
constitutes the legal, valid and binding obligation of Buyer,
enforceable in accordance with its terms. Buyer has obtained any and
all necessary consents of third parties required of it in order to
accomplish such purchase, and such purchase will not result in
Buyer's being in default under any of the provisions of its
certificate of incorporation, by-laws or of any material credit or
other agreements to which it is a party.
3. Buyer has received all necessary federal, state and local licenses,
permits, authorizations and approvals required to conduct its
business as it is presently being conducted and to perform its
functions under this Agreement, except with respect to such
licenses, permits, authorizations and approvals which the failure to
obtain would not have an adverse effect on Buyer's ability to
perform its obligations hereunder.
4. From and after Closing Date, Buyer will comply with all Contract
obligations required of Seller pursuant to such Contracts, including
any and all notice requirements.
5. Buyer will hold Seller harmless from and against any claims made for
actions of Buyer subsequent to the Closing Date.
ARTICLE 7
INDEMNIFICATION
Seller agrees to protect, indemnify, and hold Buyer harmless against any and in
respect of, any and all Damages arising out of, connected with or resulting from
(i) any willful material breach of the agreements, representations, covenants or
warranties made by Seller herein not known or discoverable by Buyer during its
due diligence of Seller's records; (ii) any and all known non-contractual or
illegal actions by Seller or known contractually or legally required inactions
not taken by Seller with respect to the Contracts on or prior to the Closing
Date or (iii) any acts or failures to act by Seller under the terms hereof.
Buyer agrees to protect, indemnify, and hold Seller harmless against and in
respect of, any and all Damages arising out of, connected with or resulting from
(i) any breach of the agreements, representations, covenants or warranties made
by Buyer herein or (ii) any acts or failures to act by Buyer under the terms
hereof or (iii) any action taken or failure to act by Buyer after the Closing
Date with respect to the Contracts.
ARTICLE 8
PERFORMANCE AND POWER OF ATTORNEY
In order to enforce Buyer's rights hereunder, Seller must, upon the request of
Buyer or its assigns, do and perform or cause to be done and performed, every
reasonable act and thing necessary or advisable to put Buyer in position to
enforce the payment of the Contracts and to carry out the intent of this
Agreement, including the execution of documents such as applications for
certificates of title and UCC financing statements assigning Seller's security
interests in the manufactured homes, and the execution of, and, if necessary,
the recordation of, additional documents including separate endorsements and
assignments upon request of Buyer. For purpose of the foregoing, Seller hereby
grants to Buyer a limited power of attorney (attached as Exhibit B) which will
not be terminable by Seller without the prior written consent of Buyer, and
hereby authorizes any individual or any person nominated by Buyer to exercise
all rights and remedies that Seller would have with respect to the Contracts but
for the sale and assignment to Buyer.
ARTICLE 9
BROKERAGE AND OTHER THIRD PARTY FEES
Seller hereby assumes responsibility for a brokerage or finder's fees (limited
to one point) due to Jaymes Financial as a result of the transaction between
Buyer and Seller.
ARTICLE 10
THE CLOSING
At least two Business Days before the Closing Date, Seller must provide the
Schedule of Contracts to Buyer. The Schedule of Contracts must list each
Contract to be purchased on the Closing Date and must set forth as to each such
Contract:
(1) Account number of the Contract,
(2) Name of the Obligor,
(3) Then Unpaid Principal Balance,
(4) Next scheduled payment due date,
(5) Monthly payment amount,
(6) Date last payment received,
(7) Interest rate,
At the Closing, Seller must deliver to Buyer the following:
1. The Contract File.
2. The original Contract, with an assignment in the form attached
hereto as Exhibit C of all of Seller's right, title and interest
therein.
3. The original Security Instrument or a copy of an application
thereof, and an assignment in form acceptable to Buyer of all of
Seller's right, title, and interest therein. In the event Seller
does not have an original Security Instrument, Seller shall provide
the original Security Instrument to Buyer no later than 90 days from
and after the closing date. In the event seller does not provide the
original Security Instrument within 90 days after the closing date,
seller will repurchase the Affected Contract as per the terms of
Article 5 subject to the Buyer's approval.
4. Any and all Escrow funds held by Seller.
5. Evidence of physical damage insurance coverage of each manufactured
home.
6. Obligor payment and collection records, including collection ledger
comments.
7. A xxxx of sale in the form attached hereto as Exhibit D.
Subject to Seller complying with all of the terms and provisions of this
Agreement by 12:00 noon. Eastern Standard Time on the Closing Date, Buyer will
pay the Purchase Price to Seller on the Closing Date, by wire transfer in
immediately available funds, to a bank account specified by Seller to Buyer in
writing at least two Business Days prior to the Closing Date.
ARTICLE 11
NOTICES
Any notice, demand or communication which either party desires or is required to
give to the other party in connection with this Agreement must be in writing and
must be either delivered in person or sent by fax or by an express mail service,
addressed to the parties, as follows, or to such other fax number and/or address
as either party hereafter specifies in accordance with this Article:
IF TO BUYER: The Xxxxx Company
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxx 00000
Attention: Xxx Xxxxx
Fax: 000-000-0000
IF TO SELLER: FREEDOM FINANCIAL GROUP.
0000 Xxxx Xxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxxxxx, CEO
Fax: 000-000-0000
ARTICLE 12
GENERAL
This Agreement together with all Exhibits and Schedules hereto constitutes the
entire agreement between the parties hereto and supersedes any and all
representations, promises and statements, oral or written, made in connection
with the subject matter of this Agreement and the negotiation hereof, and no
such representation, promise or statement not written herein will be binding on
the parties. This Agreement may not be varied or altered or its provisions
waived except by an agreement in writing executed by duly authorized agents of
both parties hereto. This Agreement will be binding upon and inure to the
benefit of the parties hereto and each of their respective successors and
assigns.
This Agreement must be interpreted, construed and enforced in accordance with
the laws of the State of Missouri.
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction will
not invalidate or render unenforceable such provisions in any other
jurisdiction.
Captions are for convenience of reference only and are not to be considered as
defining or limiting in any way the scope or intent of the provisions in any
other jurisdiction.
The waiver of any breach, term, provision or condition of this Agreement may not
be construed to be a subsequent waiver of any other breach, term, provision or
condition. All remedies afforded by this Agreement for a breach hereof will be
cumulative, that is, in addition to all other remedies provided for herein or at
law or in equity.
All agreements, representations, warranties and covenants made herein will
survive the execution and delivery of this Agreement, the Closing and the
purchase of the Contracts hereunder.
Headings of the Articles and Sections of this Agreement are intended for
reference only and may not be deemed to affect or be utilized in the
interpretation of any of the provisions hereof. All Schedules and Exhibits
hereto are incorporated herein by the references thereto in this Agreement.
This Agreement may be executed in one or more counterparts or duplicate
originals, each of which must be deemed an original, but all of which together
will constitute but one and the same instrument. The designations of the parties
to this Agreement and any pronouns referring to any party, wherever used, must
be so construed as to include the plural as well as the singular number, and,
whenever the context permits, any gender includes all other genders and the
singular number includes the plural. As used in this agreement, the words
"includes" and "including" are not limiting, and the words "hereof' and
"hereunder" and words of similar import when used in this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
Seller: Buyer:
Freedom Financial Group, Inc. The Xxxxx Company
By: /s/ Xxxxx Xxxxxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------------------- -------------------------
Title: CEO Title: President
-------------------------------------- ----------------------
Exhibit A
LOAN SCHEDULE
Lien FICO HDI TDI Coupon Term Appraisal P&I Purchase Price DownPmt
Primary 11.5000 180 $574.92 $51,805.18 $2,590.25
Primary 11.9500 300 $448.61 $45,044.78 $2,300.00
Primary 11.9500 300 $389.49 $39,064.06 $1,953.21
Primary 11.5000 180 $408.06 $36,930.75 $2,000.00
Primary 11.9500 300 $687.67 $69,049.38 $3,500.00
Primary 11.5000 180 $343.70 $30,922.00 $1,500.00
Primary 11.5000 180 $648.67 $58,527.63 $3,000.00
Primary 11.9500 300 $472.93 $47,433.50 $2,372.00
Primary 11.5000 180 $755.55 $68,081.75 $3,405.00
Primary 11.5000 180 $539.31 $50,666.00 $4,500.00
Primary 11.9500 300 $430.07 $43,477.00 $2,500.00
Primary 11.5000 180 $400.62 $36,044.00 $1,750.00
Primary 11.5000 180 $525.69 $51,500.00 $6,500.00
Primary 11.9500 300 $401.80 $40,784.00 $2,500.00
TOTALS $7,027.38 $669,330.03 $40,370.46
AmtFin LTV OrigDate FirstPmt Maturity UPB Last Next
3/6/03 Paid Due
$49,214.93 04/06/99 05/06/99 04/06/14 $47,459.88 02/14/03 05/06/02
$42,744.78 10/15/98 11/15/98 10/15/23 $41,667.41 03/01/03 02/15/03
$37,110.85 10/01/98 11/01/98 10/01/23 $36,067.69 02/27/03 12/02/02
$34,930.75 09/22/99 10/22/99 09/22/14 $33,646.37 02/14/03 05/03/02
$65,549.38 06/08/99 07/23/98 06/23/23 $64,652.88 03/01/03 06/23/02
$29,422.00 10/11/00 11/11/00 10/11/15 $28,093.09 02/11/03 03/11/03
$55,527.63 04/16/99 05/16/99 04/16/14 $51,862.74 10/29/02 10/16/02
$45,061.50 11/05/98 12/05/98 11/05/23 $43,925.09 03/04/03 04/05/03
$64,676.75 03/16/99 04/16/99 03/16/14 $61,103.21 2/23/03 03/16/02
$46,166.00 10/16/00 11/16/00 10/16/15 $42,891.50 03/04/03 04/16/03
$40,977.00 06/24/98 07/24/98 06/24/23 $39,930.96 02/05/03 01/24/03
$34,294.00 03/22/00 04/22/00 03/22/15 $32,306.14 02/18/03 02/22/03
$45,000.00 09/27/00 10/27/00 09/27/15 $44,386.45 10/01/02 06/11/02
$38,284.00 07/01/98 08/01/98 07/01/23 $42,267.21 11/18/02 08/02/01
$628,959.57 $610,460.62
EXHIBIT B-- LIMITED POWER OF ATTORNEY
Reference is made to that certain Purchase and Sale Agreement (the
"Agreement") dated and effective as of April 7, 2003, by and between Freedom
Financial Group Inc. (FKA Xxxxxxx Financial Group/Xxxxxxxx Financial Group) a
Delaware corporation (together with its affiliates), which is located at 0000
Xxxx Xxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000, "Seller" and The Xxxxx Company, an
Ohio corporation, and/or its Assigns, which is located at 000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxx, Xxxx 00000, "Buyer".
In accordance with the Agreement, Seller hereby makes, constitutes,
appoints and confers upon Buyer, its successors and assigns, Seller's
irrevocable, limited power of attorney (coupled with an interest) to endorse and
collect any checks or other forms of payment received from Obligors, under the
related Evidence of Indebtedness sold by Seller to Buyer under the Agreement, to
execute lost note affidavits on behalf of Seller with respect to any and all
notes which Seller has been unable to deliver to Buyer pursuant to the
Agreement, and to endorse and sign any documents necessary to assign, transfer,
extend, release or otherwise carry out the interest of the Agreement with
respect to notes, retail installment sales contracts, mortgages, security
instruments, or other instruments related to an Evidence of Indebtedness.
The capitalized terms shall have the same meaning as in the Agreement
IN WITNESS WHEREOF, Seller has caused its name to be subscribed hereto
by its duly authorized officer this 7th day of April, 2003.
ATTEST: FREEDOM FINANCIAL GROUP INC.
By: /s/ Xxxxx Xxxxxxxxxxxx
------------------------------------ ---------------------------------
Title: CEO
------------------------------
STATE OF MISSOURI
COUNTY OF XXXXXX
I, Xxxx Xxxx Xxxxx, a Notary Public, do hereby certify that on April 8,
2003 personally appeared before me Xxxxx Xxxxxxxxxxx who being by me first duly
sworn, declared that he/she is the CEO of Freedom Financial Group Inc., that
he/she signed the foregoing document as CEO of the corporation, and that the
statements therein contained are true.
(Notarial Seal or Stamp) /s/ Xxxx Xxxx Xxxxx
------------------------------------
Notary Public
My Commission Expires: 05/06/06
Exhibit C
Assignment of Contracts
Closing Date: April 7, 2003
For good and valuable consideration, receipt of which is acknowledged, Seller
assigns to Buyer all of }s rights, title and interest in the Contracts described
in Exhibit A, Schedule of Contracts, issued pursuant to and subject to all the
terms and conditions of the Purchase and Sale Agreement dated April 7, 2003.
Signed by Seller: Accepted by Buyer:
/s/ Xxxxx Xxxxxxxxxxxx /s/ Xxxxxx X. Xxxxx
------------------------------------ --------------------------------
Xxxxxx X. Xxxxx, President
Exhibit D
Xxxx of Sale
Pursuant to the for Purchase and Sale Agreement dated April 7, 2003 (the
"Agreement") by and between Freedom Financial Group ("Seller") and The Xxxxx
Company and/or its Assigns ("Buyer"), for good and valuable consideration paid
by Buyer, the receipt and sufficiency of which is hereby acknowledged, Seller
does hereby sell, transfer, assign and convey to Buyer, without recourse to
Seller except as set forth in the Agreement, all of Seller's right, title and
interest in, to and under (a) the Schedule of Contracts attached hereto as
Exhibit A, including all Security Agreements, and Contract Files related to such
Contracts and (b) all of Seller's rights and remedies under or in connection
with the Contracts.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Agreement.
This instrument and the covenants and agreements contained herein shall be
binding upon Seller, its successors and its assigns, and shall inure to the
benefit of Buyer, its successors and its assigns.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed in its
name by a duly authorized representative this 7th day of April 2003.
/s/ Xxxxx Xxxxxxxxxxxx
-----------------------------
Title: CEO
-----------------------
