EXHIBIT 2.3
Bill of Sale and General Assignment
This Bill of Sale and General Assignment (the "Assignment") is executed and
delivered this _____ day of ____________, 1996 by KEVCO DELAWARE, INC., a
Delaware corporation ("Assignor"), to SUNBELT WOOD COMPONENTS, INC., a Delaware
corporation ("Assignee");
WITNESSETH:
WHEREAS, Assignor has determined that it is in its best interest to
restructure its operations along product lines in order to, among other things,
enable its Sunbelt Wood Components division (the "Division") to more accurately
account for and budget its revenues and expenses, including overhead expenses,
conduct its business and achieve a higher visibility and separate identity as a
manufacturer of wood products for sale generally to the manufactured housing
industry (the "Restructuring"); and
WHEREAS, following consummation of the Restructuring, Assignee will be a
wholly-owned subsidiary of Assignor; and
WHEREAS, in order to consummate the Restructuring, it is necessary for
Assignor to transfer and assign to Assignee all of Assignor's rights, title,
interests, claims, equities, and incidents of ownership in and to all assets and
properties of Assignor, tangible or intangible, real, personal or mixed, and
wheresoever located, used by Assignor in the operation of the Division
(collectively the "Assigned Property"). As used herein, the term "Assigned
Property" means the assets described on the balance sheet of the Division
attached hereto as Exhibit "A" and herein incorporated by reference for all
purposes, together with any assets of the Division acquired since such date and
less any assets of the Division disposed of since such date in the ordinary
course of the Division's business, together with all leases, trademarks, service
marks and other intellectual property owned by the Division or in which it has
an interest;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,
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Assignor does hereby transfer, convey, assign, deliver and set over, and by
these presents does hereby transfer, convey, assign, deliver and set over, unto
Assignee, without recourse and without any representation or warranty being
made, express, implied or statutory, all of Assignor's rights, title, interest,
claims, equities and incidents of ownership in and to the Assigned Property.
TO HAVE AND TO HOLD the Assigned Property with all of the appurtenances
thereto unto Assignee, its successors, assigns, receivers, trustees and legal
representatives forever, to its and their own use and benefit.
Assignor covenants and agrees to and with Assignee that Assignor will, at
any time and from time to time from and after the date hereof, upon the
reasonable request of Assignee, execute and deliver to Assignee or Assignee's
designee or designees, all other and further instruments and assurances
reasonably necessary so as to further vest in Assignee full right, title and
interest in and to any of the Assigned Property or interest therein, which this
instrument purports to transfer to Assignee.
This Assignment shall be binding upon Assignor, its successors, assigns,
receivers, trustees and other legal representatives, and it shall inure to the
benefit of Assignee, its successors, assigns, receivers, trustees and other
legal representatives.
EXECUTED AND DELIVERED as of the day and year first above written,
effective _______________, 1996.
ASSIGNOR:
KEVCO DELAWARE, INC.
By:__________________________________
Its ______________________________
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THE STATE OF TEXAS (S)
(S)
COUNTY OF TARRANT (S)
BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ___________________________,
__________________________________ of KEVCO DELAWARE, INC., a Delaware
corporation, known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he executed the same for the
purposes and consideration therein expressed, in the capacity therein stated and
as the act and deed of said corporation.
GIVEN under my hand and seal of office this _____ day of
_________________________, 1995.
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Notary Public - State of Texas
My commission expires:
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