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EXHIBIT 2.3
XXXX OF SALE
This XXXX OF SALE is made as of November 6, 1997, by TransWestern
Holdings, L.P., a Delaware limited partnership, ("Contributor"), pursuant to
Section 2.1(b) of the Contribution and Assumption Agreement, dated as of
November 6, 1997, between Contributor and TransWestern Publishing Company LLC, a
Delaware limited liability company ("LLC"), pursuant to which Contributor agrees
to contribute to LLC, and LLC agrees to assume from Contributor, all of
Contributor's assets, businesses and properties (the "Contributed Assets")
subject to the assumption by LLC of the Assumed Liabilities (as defined
therein). For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, as of the date hereof, Contributor hereby
absolutely, unconditionally and irrevocably sells, assigns, conveys and
transfers, free and clear of any and all liens or encumbrances to LLC all of
Contributor's right, title and interest in and to all of the Contributed Assets.
Contributor agrees hereby that it shall execute and deliver or
cause to be executed and delivered from time to time such instruments,
documents, agreements, and assurances and take such other action as LLC may
require to more effectively assign and transfer to and vest in LLC, its
successors and assigns, all right, title and interest in and to the Assets.
Contributor agrees hereby that it shall promptly remit and send to LLC any and
all payments, funds, assets, notices, reports and other documents and
information received by Contributor or its agents as a result of or with respect
to any of the Assets.
THIS XXXX OF SALE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE
STATE OF ILLINOIS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ILLINOIS.
* * * * *
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IN WITNESS WHEREOF, Contributor has, intending to be legally
bound, caused this Xxxx of Sale to be signed, sealed and executed by its
authorized representative on and as of the day and date first above set forth.
TRANSWESTERN HOLDINGS, L.P.
By: /s/ Xxxxxxxx X. Xxxxx
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Its Vice President
NOTARY:
SUBSCRIBED AND SWORN to
before me this 6th day of
November, 1997.
/s/ Xxxxxxxx Xxxxx
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Notary Public
My Commission Expires:
September 30, 1998
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