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EXHIBIT 2.2
ASSET PURCHASE AGREEMENT
between
USA HOLDINGS, INC.,
and
PTG, INC.
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of the date last written below, by and between USA HOLDINGS, INC.,
("USA"), a Georgia corporation, and PTG, INC., ("PTG"), a Georgia corporation.
WHEREAS, USA desire to transfer certain assets to PTG, in exchange for
certain assets of PTG;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, terms, conditions and covenants contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. TRANSFER OF FIXED ASSETS. USA hereby transfers to PTG all of
USA's right, title and interest in certain fixed assets, with a depreciated
book value of $47,967.00, and which are listed on Exhibit A attached hereto.
2. TRANSFER OF CERTAIN RECEIVABLES. PTG is the assignee of
certain receivables owed by Xxxxxx Freight Systems. In exchange for the
transfer of fixed assets set forth above, PTG hereby transfers to USA
$47,967.00 of the amounts owed to PTG by Xxxxxx Freight Systems.
3. REASONABLE EFFORTS. USA and PTG will execute all additional
documents and take all further actions reasonably necessary to effectuate the
transfers and assignments contemplated above and all other terms of this
Agreement.
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4. RELATIONSHIP OF THE PARTIES. The relationship of the parties
shall be limited to that of independent seller and buyer. The parties are not
engaged in and do not intend to engage in a joint venture, partnership or
similar relationship between any of the parties, and nothing contained herein
or any action taken pursuant hereto is to be construed as bringing about such a
relationship between any of the parties.
5. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement and understanding of the parties with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings. This Agreement may be amended or modified only in a writing
signed by all parties hereto.
6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but
one agreement.
7. WAIVER. Any of the terms and conditions of this Agreement may
be waived at any time and from time to time in writing by the party entitled to
the benefit thereof without affecting any other terms and conditions of this
Agreement. The waiver by either party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.
8. HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
9. BENEFIT. This Agreement shall be binding upon, inure to the
benefit of, and be enforceable by, the respective successors and permitted
assignees of the parties hereto. Except as otherwise expressly provided
herein, nothing expressed or implied herein shall be construed
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to confer upon or give any person, firm or corporation, other than the parties
hereto, any right or remedy hereunder or by reason hereof.
10. SEVERABILITY. If any provision of this Agreement is declared
or found to be illegal, unenforceable or void, then both parties shall be
relieved of all obligations arising under such provision, but only to the
extent that such provision is illegal, unenforceable or void, it being the
intent and agreement of the parties that this Agreement shall be deemed amended
by modifying such provision to the extent necessary to make it legal and
enforceable while preserving its intent or, if that is not possible, by
substituting therefor another provision that is legal and enforceable and
achieves the same objective. If the remainder of this Agreement shall not be
affected by such declaration or finding and is capable of substantial
performance, then, each provision not so affected shall be enforced to the
extent permitted by law.
IN WITNESS WHEREOF, USA and PTG have caused this Agreement to be duly
executed and delivered as of December 31, 1996.
BUYER: SELLER:
PTG,INC. USA HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxx X. Xxxxx Xxxxx X. Xxxx
President Chief Financial Officer
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