EXHIBIT 10.2
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
That XXX'X WATER BOTTLING, INC., a Hawaii corporation ("Seller"), for good
and valuable consideration received from HAWAIIAN NATURAL WATER COMPANY,
INC., a Hawaii Corporation ("Buyer"), pursuant to that certain ASSET PURCHASE
AGREEMENT ("Agreement") dated as of June 30, 1999, by and among Buyer, Seller
and Xxxxxx Xxxxxx ("Xxxxxx"), the sole stockholder of Seller, does hereby
sell to and assign, transfer, convey and deliver to Buyer all of the assets
set forth in Section 1.1.1 of the Agreement (the "Assets") and attached
hereto as Annex A.
TO HAVE AND TO HOLD, UNTO Buyer, its successors and assigns, FOREVER.
Seller hereby authorizes Buyer to take any and all appropriate action, in the
name of Seller or Xxxxxx, to protect the right, title and interest hereby
conveyed in connection with the Assets hereby assigned, transferred, conveyed
and delivered to Buyer.
Seller hereby covenants that, from time to time at the request of Xxxxx,
Xxxxxx will execute and deliver all such further instruments of conveyance
and transfer, and will take such other actions consistent with the terms of
the Agreement, as Buyer may reasonably request, in order to vest in Buyer
good and marketable title to any and all of the Assets.
Notwithstanding anything to the contrary contained herein, any inconsistency
or ambiguity between this Bill of Sale (including Annex A hereto) and the
Agreement shall be governed by the Agreement.
IN WITNESS WHEREOF, Xxxxxx has executed and delivered this Bill of
Sale as of the day and year first above written.
ALI'I WATER BOTTLING, INC.,
By:
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Xxxxxx Xxxxxx, President
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ANNEX A
PURCHASED ASSETS: Seller hereby sells, transfers, assigns and
delivers to Buyer all of Seller's right, title and interest in and to all of
the assets of Seller used in the operation of Seller's business (including
the Delivery Business and the PET Business (each as defined in the
Agreement)), wherever situated, and all the goodwill related thereto,
including, without limitation, all (i) plant and equipment; (ii) bottles and
coolers, (iii) delivery trucks and other rolling stock; (iv) raw and finished
goods inventory; (v) accounts receivable; (vi) contract rights; (vii)
customer deposits; (viii) office equipment and furniture; (ix) bank accounts;
and (x) intangible assets, including the name "Ali'i" and any other
trademarks, servicemarks, trade secrets or knowhow related to the business,
except to the extent that any of the foregoing are Excluded Assets (as
defined in the Agreement).
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