XXXX OF SALE
XXXX OF SALE dated as of October 20, 1997, from ML DIRECT, INC., a
Delaware corporation ("Seller"), to STAR SHOPPE DIRECT, INC., a Florida
corporation ("Buyer").
Buyer and Seller are parties to an Asset Purchase Agreement dated as
of October ___, 1997 (the "Purchase Agreement"). Seller desires to sell,
transfer, convey, assign and deliver, and Buyer desires to purchase and acquire,
certain assets of Seller relating to the facility located at 0000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx ("Facility"). The execution and delivery
of this Xxxx of Sale is a condition to Buyer's obligations under the Purchase
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller hereby agrees as follow:
1. Capitalized terms used herein but not defined herein shall have
the meanings assigned such terms in the Purchase Agreement.
2. Seller hereby sells, transfers, conveys, assigns and delivers to
Buyer, and Buyer hereby accepts all of Seller's right, title and interest in and
to (i) the tangible property located at the Facility; and (ii) the prospective
or potential contractual or business relations with such parties set forth on
Schedule A-1 ("Transferred Assets").
3. Seller hereby covenants and agrees to execute and deliver to
Buyer such instruments of sale, transfer, conveyance, assignment and delivery,
and such consents, assurances, powers of attorney and other instruments as may
be reasonably requested by Buyer or its counsel in order to vest in Buyer all
right, title and interest of Seller in and to the Transferred Assets.
4. The Transferred Assets shall not include any assets other than
the Transferred Assets, including (i) all cash on hand and cash equivalents;
(ii) all monies to be received by Seller under the Purchase Agreement and all
other rights of Seller hereunder; (iii) all stock records, corporate and
partnership charters and seals, minute books and returns and records relating to
state and federal income taxes, check books, ledgers, and financials; provided,
however, that such documents and records shall be available for inspection and
copying by Buyer at all reasonable times upon request for a proper purpose; (iv)
all governmental permits, consents and authorizations; (v) any accounts
receivable or tax refunds for periods prior to the Closing Date; (vi) any of
Seller's shares of KN2B, Inc.; (vii) and the names "ML Direct" or "Home Shopping
Showcase".
5. Notwithstanding any other provision of this Xxxx of Sale to the
contrary, nothing contained in this Xxxx of Sale shall in any way supersede,
modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in
any way affect the provisions, including the warranties, covenants, agreements,
conditions, representations or, in general any of the rights and remedies, and
any of the obligations and indemnifications of Seller set forth in the Purchase
Agreement nor shall this Xxxx of Sale expand or enlarge any remedies under the
Purchase Agreement including without
limitation any limits on indemnification specified therein. This Xxxx of
Sale is intended only to effect the transfer of certain property to be
transferred pursuant to the Purchase Agreement.
6. This Xxxx of Sale shall be governed by and construed in
accordance with the internal laws of the State of New York.
IN WITNESS WHEREOF, Seller has caused this Xxxx of Sale to be executed
and delivered on the date and year first written above.
ML DIRECT, INC.
By:__________________________________
Name:
Its:
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