EXHIBIT 10.27
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XXXX OF SALE,
ASSIGNMENT OF CONTRACTS,
AND
ASSUMPTION AGREEMENT
BY AND BETWEEN
HIGHBOURNE CORPORATION,
-----------------------
AN ILLINOIS CORPORATION
("SELLER")
AND
XRG, INC.,
----------------------
A DELAWARE CORPORATION
("BUYER")
EFFECTIVE APRIL 2, 2004
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XXXX OF SALE,
ASSIGNMENT OF CONTRACTS,
AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE, ASSIGNMENT OF CONTRACTS, AND ASSUMPTION AGREEMENT is
made as of the 2nd day of April, 2004, and is effective as of the 2nd day of
April 2004, by and between Highbourne Corporation, an Illinois corporation
("Seller"), and XRG, Inc., a Delaware corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller and Buyer have entered into, executed and delivered an
Asset Acquisition Agreement dated February 28, 2004 (the "Agreement"), wherein
Seller has agreed to sell and Buyer has agreed to purchase the Assets of Seller,
and Seller has agreed to assign to Buyer certain of its contracts, agreements
and leases and all rights thereunder, and Buyer has agreed to assume certain
liabilities of Seller regarding the Assets, contracts, agreements and leases, as
hereinafter described and defined; and
WHEREAS, this Xxxx of Sale, Assignment of Contracts and Assumption
Agreement (collectively, "Xxxx of Sale") is being executed and delivered in
order to effect: (i) the transfer of the Assets to Buyer; (ii) the assignment of
contracts, agreements and leases and all rights thereunder; and (iii) the
assumption by Buyer of certain liabilities of Seller;
NOW, THEREFORE, in consideration of Ten and 00/100 Dollars ($10.00) and
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Sale and Transfer. Seller hereby sells, assigns, transfers, conveys,
sets over and delivers to Buyer certain of the tangible and intangible assets of
Seller, and all rights and interests which are owned by Seller located at
Seller's place of business, and certain of the tangible and intangible assets
and all rights and interests used or intended to be used in the operation of
Seller's business as of the date of the Agreement (collectively, "Assets"), and
all existing warranties with respect to the Assets. The Assets shall include,
but shall not be limited to, all property and assets described in the following
categories:
(a) all Seller shipper contacts and owner-operator contacts and
accounts, and any written agreements and contracts that are listed in Exhibit A
and all rights thereunder;
(b) all of the customer and supplier lists, creative materials,
advertising, promotional materials, studies, reports, business plans and
marketing plans of Seller;
(c) all of Seller's Intellectual Property; and
(d) all goodwill associated with the foregoing
The Assets are subject to no encumbrances, easements, charges, adverse
claims, xxxxxx, mortgages, security interests, or liabilities whatsoever, except
those as set forth in Exhibit "B" attached hereto and incorporated herein by
reference (collectively, the "Permitted Obligations"), of which Buyer will
assume. Buyer shall assume no other obligation of Seller unless identified on
Exhibit "B".
2. Assumption of Permitted Obligations. Buyer hereby assumes the Permitted
Obligations of Seller relating to the operation of Seller's business, as more
particularly described in Exhibit "B".
TO HAVE AND TO HOLD unto Buyer, its successors and assigns forever.
This Xxxx of Sale is an absolute conveyance, the Seller having sold the
property to Buyer for a fair and adequate consideration.
Seller declares and acknowledges that this conveyance is made freely and
fairly, and that there are no agreements, oral or written, other than the
Agreement and this Xxxx of Sale, Assignment of Contracts and Assumption
Agreement between Seller and Buyer with respect to the Assets.
Seller hereby covenants to and with Buyer that Seller is the lawful owner
of the Assets; that the Assets are free from all encumbrances whatsoever, except
as disclosed in the Agreement and in Exhibit "B"; that Seller has good right and
lawful authority to sell the Assets; and that Seller will warrant and defend the
sale of the Assets hereby made unto Buyer against the lawful claims and demands
of all persons and entities whomsoever.
IN WITNESS WHEREOF, this Xxxx of Sale, Assignment of Contracts and
Assumption Agreement has been duly executed and delivered by the duly authorized
officers of Seller and Buyer as of the date first above written.
WITNESSES: SELLER:
Highbourne Corporation,
an Illinois corporation
__________________________________ By: ______________________________
Print Name: ______________________ Print Name: _______________________
As: ______________________________
__________________________________
Print Name: ______________________
WITNESSES: BUYER:
XRG, Inc.,
a Delaware corporation
__________________________________ By: ______________________________
Print Name: ______________________ Its: _____________________________
__________________________________
Print Name: ______________________
STATE OF ____________)
COUNTY OF ___________)
The foregoing instrument was acknowledged before me this _____ day of
___________ 200__, by ______________________ as _____________________ of
_________________, a _____________ corporation, on behalf of said corporation,
who is personally known to me, or who produced a ______________________________
as identification.
___________________________________
Notary Public
Print Name: _______________________
My Commission Expires:
EXHIBIT "A"
ASSETS
EXHIBIT "B"
PERMITTED OBLIGATIONS
