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EXHIBIT 2.1i
XXXX OF SALE
FROM COACH AND CAR EQUIPMENT CORPORATION
TO COACH AND CAR ACQUISITION CORP.
FOR VALUE RECEIVED and in accordance with the provisions of an Asset
Purchase Agreement dated August 31, 1999 the (the "Purchase Agreement"), between
Coach and Car Equipment Corporation, an Arizona corporation, ("Seller") and
Coach and Car Acquisition Corp., a Nevada corporation ("Purchaser"), Seller
hereby sells, transfers, assigns and delivers to Purchaser the following
described assets (the "Assets") used in connection with the operation of the
Business, as described in the Purchase Agreement:
(a) the tangible personal property owned by Seller and used in
connection with the Business, as listed on Schedule 1.1(a) to the Purchase
Agreement, including, without limitation, all equipment, furniture, fixtures,
machinery, office furnishings, leasehold improvements, spare parts, and, to the
extent assignable or transferable by Seller, all rights in all warranties of any
manufacturer or vendor with respect thereto (the "Personal Property");
(b) all of the Seller's rights, to the extent assignable or
transferable, to all licenses, certificates, accreditations and registrations
and other licenses or permits issued in connection with the operation of the
Business, including, without limitation, those described in Schedule 2.7 of the
Purchase Agreement (the "Licenses");
(c) all of Seller's interest, to the extent assignable or transferable,
in and to those real property and personal property leases related to the
Business described in the Purchase Agreement(i) Schedule 1.1(c)-A in respect of
real property leases; and (ii) Schedule 1.1(c)-B in respect of personal property
leases (all of such leases being referred to collectively as the "Leases");
(d) all inventories, including raw materials and parts, work-in-process
and finished goods presently utilized in the Business with such additions and
deletions thereto as may arise in the ordinary course of business, and all
inventories of supplies, and office supplies and other disposables and
consumables owned by Seller used in connection with the Business and, to the
extent assignable or transferrable by Seller, all rights in all warranties of
any manufacturer or vendor with respect thereto (the "Inventories");
(e) all accounts receivable and other rights to receive payments as
arise in the normal course of business and in existence on the Closing date as
well as cash on hand received as deposits, prepayments, bonds, refunds, and all
securities owned by Seller, if any, as set forth on Schedule 1.1(f) to the
Purchase Agreement;
(f) all documents, records, operating manuals, files and computer
software which pertain to the Business; and
(g) all intangibles including the patents listed on Schedule 1.1(h) to
the Purchase Agreement, copyrights, intellectual property, drawings, formulas
and rights;
(h) the trade name "Coach and Car Equipment Corporation," "Coach and
Car", "Safe Stop", and all uses and derivatives thereof, and all trademarks,
logos, symbols, service names and trade identifications used or associated with
the Business, whether registered or not, and the goodwill of the Business.
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Seller warrants to Purchaser that it has good title to the Assets free
and clear of all liabilities, liens, defects, security interests, rights,
charges and encumbrances, except for liabilities expressly assumed by Purchaser
under the Assignment and Assumption, dated as of August 31, 1999, between
Purchaser and Seller, pursuant to which Purchaser has assumed Seller's
obligations under certain leases and contracts and other arrangements. Seller
further warrants that it has full power and authority to sell the Assets and
that the sale thereof has been duly authorized by all necessary corporation
action.
Executed on August 31, 1999
Coach and Car Equipment Corporation
By /s/ Xxxx Xxxx
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Its President
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State of Arizona )
)ss
County of Maricopa )
Before me, a Notary Public in and said County and State personally
appeared Xxxx Xxxx, a duly authorized officer of COACH AND CAR EQUIPMENT
CORPORATION, INC., who acknowledged the execution of the foregoing Xxxx of Sale.
Witness my hand and Notarial Seal this 31 day of August, 1999.
/s/ Xxxxxx Xxxxxxx
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Notary Public
My Commission Expires:
February 17, 2003
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