Exhibit 35
AGREEMENT FOR SALE OF BUSINESS ASSETS
THIS AGREEMENT entered into at Heath, Ohio on this 3RD day of February,
1998 by and between UNIVERSAL VINYL CORP., a Florida corporation (hereinafter
referred to as "Seller") and XXXXX XXXXXXXXX and XXXXXXX XXXXXXXXX (jointly and
severally referred to as "Guarantors") and FLX-CORP INTERNATIONAL INC., an
Delaware corporation, (hereinafter referred to as "Buyer").
WITNESSETH:
WHEREAS, Seller is engaged in the business of designing,
manufacturing and selling vinyl window coverings from its
Facility located at 0000 Xxxxxxxxx 000xx Xxxxxx, Xxxxxx,
Xxxxxxx 00000; and,
WHEREAS, Seller desires to sell its assets to Buyer and
Buyer desires to purchase Seller's assets free and clear of
all claims and liabilities; and,
WHEREAS, Buyer has been induced to enter this transaction
based upon the representations, undertakings and guaranty of
Seller's obligations by Guarantors.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:
1. SALE OF ASSETS. The Seller shall sell and the Buyer shall purchase,
free and clear from all liens, liabilities, claims, causes of action and
encumbrances, the assets of Universal Vinyl Corp., a Florida corporation and the
stock-in-trade, furniture, fixtures, equipment, inventory, trade names, trade
marks, service marks, copyrights, patents, processes whether proprietary or
otherwise, telephone number(s), transferable insurance policies and all
contracts, licenses, deposits thereunder which have been made by or granted to
the Seller in connection with the business and all other tangible and intangible
assets and property (except cash and accounts receivables) owned and/or used by
the Seller in the business as more specifically enumerated in the attached
schedule of assets to be sold by the Seller attached hereto and marked EXHIBIT
"A". Seller will provide a corporate resolution satisfactory to Buyer at Closing
signed by a majority of all directors and shareholders of Seller authorizing the
sale of Sellers assets and approving and ratifying the terms and conditions of
this Agreement.
2. PURCHASE PRICE. The purchase price for all the assets referred to in
paragraph 1 and Exhibit "A" shall be ONE MILLION FORTY THOUSAND DOLLARS
($1,040,000.00).
3. PAYMENT OF PURCHASE PRICE. The entire purchase price shall, at the
time of closing, be deposited in an escrow account in accordance with the terms
and conditions of the
escrow agreement, a copy of which is attached hereto as EXHIBIT "B" and
incorporated by reference into this Sale of Assets Agreement. The parties
acknowledge that virtually the entire purchase price shall be utilized for
the payment and retirement of obligations owed by Seller to various creditors
as hereinafter set forth.
4. BULK SALE REQUIREMENTS. Compliance with the Bulk Sale Requirements is
hereby waived by the parties hereto as the same has been repealed in the State
of Florida. In lieu thereof, contemporaneously with the closing of this
transaction the Seller shall do all of the following:
(a) Furnish the Buyer with a list of the Seller's then existing
creditors. The form of which is attached hereto and incorporated by
reference. Such list shall be signed and sworn to or affirmed by the Seller
and Guarantors and shall contain the names and business addresses of all of
the creditors of the Seller and whether general or secured, showing the
amount of indebtedness due and owing to each, when known, and also the names
of all persons who are known to the Seller to assert claims against him even
though such claims are disputed.
(b) Prepare and deliver as of the day of closing a schedule of the
property transferred including a detailed inventory, as of such date, of the
stock-in-trade, furniture, fixtures and equipment, and all other items of
personal property to be transferred hereunder, the form of which is attached
hereto.
5. REPRESENTATIONS BY SELLER. The Seller warrants and represents the
following as it relates to Seller and/or its business:
(a) Seller is a corporation duly organized and validly existing and in
good standing under the laws of the State of Florida and Seller has full power
and authority to execute and to deliver this Agreement and all related
documents, and to carry out the transaction contemplated herein. This Agreement
is valid, binding and enforceable against Seller and Guarantors in accordance
with its terms, except as such enforceability may be limited by creditors'
rights laws and applicable principles of equity. The execution of this
Agreement and the consummation of the transaction contemplated herein do not
result in a breach of the terms and conditions of nor constitute a default under
or violation of Seller's organizational documents or any law, regulation, court
order, mortgage, note, bond, indenture, agreement license or other instrument or
obligation to which Seller is now a party or by which Seller or any of the
assets of Seller may be bound or affected.
(b) That it is the owner of and has good and marketable title to all the
assets specifically enumerated in the attached scheduled of assets and/or
referred to herein, free and clear from all liens, debts, claims, liabilities
and/or encumbrances (except the debts and obligations to creditors to be set
forth in the list of creditors referred to in paragraph 5) and further that the
business of Seller is a going solvent business;
(c) It has entered into no contract relating to the business, except as
shown in the attached schedule of assets;
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(d) There are no judgments, liens, claims, actions, or proceedings
threatened or pending against it anywhere, except as specifically disclosed
in EXHIBIT "C" attached hereto;
(e) Seller is not in violation of any law, regulation, statute or
ordinance, whether threatened to pending, associated with its business and/or
the operation thereof, and including but not limited to any laws, regulations,
statutes or ordinances relating to consumer and/or environmental matters;
(f) It has not used any other business name or address within five (5)
years of the date of this agreement;
(g) The property to be transferred is now and at the time of closing will
be located at Seller's place of business and will not be removed therefrom
without the written consent of the Buyer and all equipment, fixtures and
tangible assets will be in good working order and repair and that any hidden
and/or latent defects associated therewith and known to Seller or Guarantors
will be to Buyer disclosed in Exhibit "A";
(h) That all of the books, records and financial statements and documents
relating to the business of the Seller, including but not limited to information
and documents relating to sales volume, accounts receivable and payable,
expenses, income and assets valuation are true and accurate and represent
additional inducement for the Buyer to enter into this transaction. Furthermore,
all of the books and records maintained by Seller with respect to its ownership
and/or operation of the Seller's Assets are true and correct in all material
respects;
(i) That the lease applicable to the location of the business will be will
be performed pursuant to its terms and conditions;
(j) All tax returns, reports and filings of any kind or nature required to
be filed by Seller prior to Closing with respect to all federal, state and local
income, payroll, withholding, excise, sales, use, real and personal property,
use and occupancy, business and occupation, mercantile, and franchise taxes in
connection with the Lease, Seller's operation of the Facility, and its ownership
of the Personal Property and Intellectual Property have been properly completed
and timely filed in material compliance with all applicable requirements and all
taxes or other similar obligations, which are due and payable by Seller have
been timely paid and/or will be timely filed when due in the case of such
filings which are due for year end. There are no tax liens on any of the
Seller's, Assets except liens with respect to real property taxes not yet due,
Seller has no knowledge of any audit, investigation or other proceeding which
could result in a tax lien on any of the Seller's Assets. If any tax returns or
filings have not been completed prior to closing, Seller will complete them
within 120 days after the closing.
(k) Except as disclosed in EXHIBIT "D", the employees of the Facility are
not members of a labor union nor subject to any collective bargaining agreement
with respect to their employment at the Facility nor has any notice of any kind
been received by the Seller relating to any vote to unionize Seller's business.
There are no labor disputes or grievances pending with
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respect to the operations at the Facility, except as otherwise provided in
EXHIBIT "D". For purposes hereof, a labor dispute or grievance shall be deemed
to be pending if the same has been served on Seller or Seller has otherwise been
advised either orally or in writing of the pendency thereof. There are no
employment contracts of any kind or nature involving the Seller and any officer,
director, shareholders and/or employee of Seller.
(l) No representation or warranty by Seller contained in this Agreement
and no statement contained in any certificate, list, exhibit, or other
instrument furnished or to be furnished to Buyer pursuant hereto, or in
connection with the transaction contemplated hereby, contains or will contain
any untrue statement of a material fact, or omits or will omit to state any
material facts which are necessary in order to make the statements contained
herein or therein not misleading.
6. COVENANTS OF SELLER. The Seller covenants with the Buyer as follows:
(a) The xxxx of sale and instruments of assignment to be delivered at the
closing will transfer all of the assets enumerated in the attached schedule and
referred to herein, free and clear of all liens, liabilities, claims and
encumbrances, and will contain the usual warranties and affidavits of title as
set forth in EXHIBIT "E";
(b) The business will be conducted up to the date of closing in
substantially the same manner as it has been conducted in the past, and in
accordance with all applicable laws and regulations;
(c) No judgments, liens, or security interests will be outstanding at the
time of the closing against the Seller or against the business or any assets
thereof, except as otherwise contained herein;
(d) That between the date hereof and the Closing Date, except as
contemplated by this Agreement or with the consent of Buyer:
i. Seller will file all tax returns, reports and filings of any kind
or nature then required to be filed by Seller and will timely pay all
taxes or other obligations which are due and payable with respect to
Seller's Assets, excepting that if Seller has not filed all tax
returns (including but not limited to payroll tax, franchise, property
tax, etc.) at the time of Closing, Seller will indicate in writing
which returns and filings have not been completed and Seller will
prepare and file same at Seller's sole costs and expense not later
than 120 days after the closing. In such event, Buyer may elect to
escrow and/or withhold the payment of funds sufficient to cover any
resulting tax liability, including penalties, assessments and
interest. Seller and Guarantors agree to defend, save harmless and
indemnify Buyer from and against any and all manner of claims,
demands, liabilities and damages associated with Seller's tax
liability;
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ii. Seller will not take any action inconsistent with its obligations
under this Agreement or which could hinder or delay the consummation
of the transactions contemplated by this Agreement and Seller will
continue until the Closing to fulfill any obligations which it may
have under the Existing Contracts;
iii. Seller will operate the Facility and business only in the ordinary
course and with due regard to the proper maintenance and repair of the
Facility and the Personal Property;
iv. Seller will take all reasonable action to preserve the goodwill of the
customers, including, but not limited to customers which are parties
to any of the Existing Contracts and customers which do not have any
contracts with Seller as of Closing;
v. Seller will not make any material change in the operation of the
Facility nor sell or agree to sell any of the items which comprise the
Seller's Assets nor otherwise enter into an agreement materially
affecting any of the Seller's Assets;
vi. Seller will use its best efforts to retain the services and goodwill
of employees located at or connected with the operation of the
Facility;
vii. Seller will maintain in force the existing hazard and liability
insurance policies, or comparable coverage, for the Seller's Assets as
now in effect;
viii. Seller will not increase the compensation or other benefits or bonuses
payable or to become payable to any of the Seller's employees, except
for increases, if any, substantially in accordance with existing
employment practices disclosed to Buyer, if any, or except for
increases which will not affect Buyer's operations at the Facility
after closing;
ix. Seller will not enter into any contract or commitment affecting the
Seller's Assets except in the ordinary course of business and Seller
will advise Buyer of any contracts or commitments which it enters,
whether in the ordinary course of business or otherwise;
x. During normal business hours, Seller will provide Buyer and its
agents with access (in the company of a representative of Seller) on
24 hours notice to the Real Property and the Facility, provided Buyer
does not interfere with the operation of the Facility, and provided
Buyer uses its best efforts not to disturb any residents of the
Facility during the course of such inspections and at such times
Seller shall permit Buyer to inspect the books and
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records and the physical and structural condition of the Facility,
the Real Property and the Personal Property;
xi. Seller will timely pay all obligations which are due and payable
with respect to the Seller's Assets:
xii. Seller will operate the Facility and business in substantial
compliance with all applicable municipal, county, state and federal
laws, regulations, ordinances, standards and orders as now in effect
(including without limitation, the building and zoning codes as
currently applied with respect thereto) and with the environmental
laws where the failure to comply therewith could have a material
adverse effect on the business, property, condition (financial or
otherwise) or operation of the Facility or on the Seller's Assets;
xiii. Seller will take all reasonable action to achieve
substantial compliance with any laws, regulations, ordinances,
standards and orders applicable to the Seller's Assets which are
enacted after execution of this Agreement and prior to Closing and
which require compliance prior to Closing;
xiv. Seller will proceed with all due diligence to secure any consents
which may be necessary for the assignment of the Lease' Existing
Contracts and Operating Contracts;
xv. As soon as practicable after the date hereof but in no event
later than twenty (20) days following full execution of this
Agreement, Seller will deliver to Buyer a UCC-1 search report (herein
so called):
xvi. Seller will cooperate with Buyer in any efforts which Buyer may
undertake to audit Seller's financial statements with respect to the
Facility for the periods prior to the Closing if and to the extent
such an audit is required for Buyer's compliance with applicable
securities laws provided that Buyer shall pay all costs thereof: and,
xvii. Seller shall disclose to Buyer all material information
regarding Seller's respective product warranties, claims handling
procedures, product repair practices, and warranty and liability
histories, including, without limitation, the existence of any
recurring defects.
7. REPRESENTATIONS AND COVENANT OF BUYER. The Buyer represents that it
has examined the premises in which the business is now being conducted by the
Seller and has inspected the physical condition of all the furniture, fixtures,
and equipment therein. The Buyer covenants that he will accept a conveyance of
such assets in their present state and condition, subject to reasonable use to
the date of closing and further subject to the requirements of paragraph 5(f)
above.
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8. CONTRACTS. All contracts enmerated in the attached schedule of
assets shall be assumed by the Buyer at the closing. The Seller shall
perform all such contracts insofar as they are required by their terms to be
performed by the Seller before the closing, and the Seller shall indemnity
the Buyer against any liability and expense arising out of any breach
occurring before the closing and/or after the Closing if associated with
Seller's acts and/or omissions. The Buyer shall indemnify the Seller against
any liability or expense arising out of any breach of such contracts occuring
after the closing unlesss any such breach is related to and/or associated
with Seller's acts or omissions.
9. SURVIVAL OF REPRESENTATIONS AND CONVENTS. All representations and
covenants made by each party shall survive the closing for the benefit of the
other party.
10. FIRE OR OTHER CASUALTY. The Seller assumes all risk of
destruction, loss, or damage due to fire, storm or flood or other casualty up
to the date of closing. If the destruction, loss or damage exceeds $500.00,
the Buyer shall have the right to terminate this agreement, in which event,
the deposit made by him shall be returned by the Seller and all obligations
under this agreement shall terminate.
11. CLOSING. The closing and transfer of title to and possession of
the business and assets shall take place on at the office of
_________________ on or before February 28, 1998 at Buyer's discretion as to
date and time. Each of the parties will execute and deliver at the Closing
all instruments reasonable required to carry out the terms and intent of this
agreement, including all instruments required by Buyer. All of Sellers
creditors shall be paid as part of the closing. In addition, all of those
persons, entities, governmental subdivisions, taxing authorities or agencies
having judgment(s), lien(s), security interest(s) and/or encumbrance(s) of
any kind or nature against the business and/or assets of Seller shall be paid
as part of the closing to Buyer's satisfaction. Possession of the business
and of the assets sold to the Buyer will be delivered to the Buyer at and
immediately after the Closing.
12. ENTIRE AGREEMENT. This agreement sets forth the entire
understanding of the parties, and it shall not be changed or terminated other
than in writing signed by an authorized representative of each party. Should
Seller and/or Guarantors be found to have breached any of their obligations
pursuant to this agreement and/or caused any misrepresentation of fact to be
made in this agreement, Seller and Guarantors shall be liable to Buyer for
the payment of all of Buyer's damages and expenses, including reasonable
attorney fees, associated with the breach and/or misrepresentation and the
damages associated therewith.
13. BINDING EFFECT; OBLIGATIONS OF GUARANTORS. All the terms and
provisions of this agreement shall be being upon and inure to the benefit of and
be enforceable by the legal representatives and assigns of the parties.
The Guarantors hereby irrevocably and unconditionally guaranty (a) that all
of the representations of Seller as contained herein are true and accurate; and
(b) that he shall be liable and responsible to Buyer for the full and complete
performance and/or accuracy of any and all
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obligations, representations, terms and covenants agreed to by the Seller
pursuant to this agreement. The obligation and liability of the Seller and
Guarantors to Buyer under this provision of the agreement shall be joint and
several.
14. NOTICES. Any notice, request or other communication to be given by any
party hereunder shall be in writing and shall be sent by registered or certified
mail, postage prepaid, by overnight courier guaranteeing overnight delivery or
by facsimile transmission (if confirmed in writing by mail as aforesaid), to the
following address:
TO SELLER:
Universal Vinyl Corp.
0000 X.X. 000 Xxxxxx
Xxxxxx, Xxxxxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
TO GUARANTORS:
Xxxxx Xxxxxxxxx
0000 Xxxxxx Xxxx
Xxxxxx Xxxx, Xxxxxxx 00000
Phone:
Facsimile:
Xxxxxxx Xxxxxxxxx
00000 X.X. 00xx Xxxxx
Xxxxxxxx Xxxxx, Xxxxxxx 00000
Phone:
Facsimile:
TO BUYER:
Fix Corp International, Inc.
Attention: Xxxx Xxxxxx, President
0000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxx 00000
Phone No.: 000-000-0000
FAX No.: 000-000-0000
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Notice shall be deemed given three (3) business days after deposit in the mail
on the next day if sent by overnight courier and on receipt if sent by facsimile
(and confirmed verbally or by mail as aforesaid).
15. CONDITIONS PRECEDENT. Buyer's obligation pursuant to this agreement
are contingent upon the following:
(a) Buyer's conduct and completion of its due diligence on or before
February 20, 1997 with the results thereof being satisfactory to Buyer. As part
of the conduct of Buyer's due diligence, Seller and Guarantors shall make its
business and Facility available to Buyer and Buyer's agents and representatives
for inspections and Seller shall make all books, records and documents relating
to the business available so that Buyer will have reasonable access thereto.
(b) Buyer's review and approval to its satisfaction of a list of Seller's
creditors as well as a list of those persons, entities, governmental
subdivisions, taxing authorities and/or agencies having judgment(s), lien(s),
security interest(s) and/or encumbrance(s) against the business and/or assets of
Seller. Seller will provide such list to Buyer within five (5) business days of
execution of this agreement and Seller will certify the accuracy of same at
closing with any additional information added thereto as a result of Buyer's due
diligence.
(c) Buyer's review and approval to its satisfaction of the inventory,
including its amount, value and quantities, which will be transferred to Buyer
as part of this transaction.
(d) Buyer's review and approval to its satisfaction at the time of Closing
of the condition of the business and assets of Seller being purchased.
(e) Buyer's review and approval to its satisfaction of an employment
contract to be executed by Buyer and Xxxxx Xxxxxxxxx at the time of closing,
including the execution thereof by Buyer and Xxxxx Xxxxxxxxx as part of the
Closing.
16. NONCOMPETITION; NONDISCLOSURE. Seller and Guarantors agree that they
will not, in any capacity and in any form of participation, enter into any
business which is competitive with the business of that being conducted by Buyer
with the assets being purchased from Seller for a period of five (5) years in
any market area or region in which the Seller is conducting business, and Seller
and Guarantors will not solicit as a part thereof any of the former customers of
Seller during that period. Furthermore, Seller and Guarantors agree that they
will not disclose to any person, business or other entity any information
relating to the business, assets, financial dealings, customer lists, customer
leads or proprietary information of Seller without Buyer's written consent which
shall be at the sole descretion of the Buyer.
17. GOVERNING LAW. This agreement shall be governed by the laws of the
State of Ohio and jurisdiction and venue shall be proper in Licking County,
Ohio. The remedies to any party to this agreement for the breach and/or
nonperformance by any other party shall be cumulative and all parties shall have
those remedies available at law or in equity.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the
day and year first above written.
SELLER:
UNIVERSAL VINYL CORP.
By: /s/ Xxxxx Xxxxxxxxx
--------------------------
Its:
-------------------------
BUYER:
FIX CORP INTERNATIONAL, INC.
-----------------------------
By: /s/ Xxxx Xxxxxx
-------------------------
Its: President
------------------------
GUARANTORS:
/s/ Xxxxx Xxxxxxxxx
-----------------------------
Xxxxx Xxxxxxxxx, Individually
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------
Xxxxxxx Xxxxxxxxx, Individually
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PRIMARY EQUIPMENT
-----------------
1 60mm extruder
1 60mm extruder
1 60mm extruder
1 60mm extruder
1 30mm extruder
1 30mm extruder
1 30mm extruder
1 10 hp Dayton compressor
2 emergency air system compressors
6 primary sizing tables
3 downstream cooling tables
1 valance traveling saw
4 4" belt pullers
1 valance v-belt puller
4 cutting guillotine
4 generators and counting systems
4 packaging tables
5 staple guns
3 wood staple guns
1 25 hp granulator
2 paper transfer machine
1 embossing machine
1 embossing machine cooling system
6 primary extruder dye holders
48 extrusion and co-extrusion dyes
2 complete extrusion systems for valance
3 vacuum loading xxxxxx
8 embossing rollers
1 heavy duty scale for up to 30,000 pounds
Exhibit "A" Page One
SUPPORT EQUIPMENT
-----------------
1 Mitsubishi fork lift
1 loading ramp
10 propane tanks
1 Isuzu NRR truck 24' van
1 GMC Step Van
2 floor jacks
1 milling machine bridge board
1 dye polishing machine
1 Xxxxxx grinding machine
1 sand blasting machine
1 floor belt saw
1 Xxxxxx welding machine
1 fabrication cutting and packaging table
1 wood cutting table
1 table drill
2 shop vacuum systems
1 granit level stone "Xxxxxxxx"
2 bench grinders
1 hand held heat blower
2 tool boxes complete with tools and measuring equipment precession
SPARE PART AND EQUIPMENT
------------------------
6 spare electronic circuit boards for extruders
1 spare transfer box for extruder
1 spare transfer box for puller
2 spare main motors for extruders
2 spare power transfer boxes "transformers"
4 spare extruder screws
3 spare extruder barrels
1 spare set of tooling for bridge board
Exhibit "A" Page Two
OFFICE EQUIPMENT AND INVENTORY
------------------------------
4 office desks
5 credenzas
1 Pinet Bow copy machine
1 AT&T Sprint telephone system
1 security and surveillance for warehouse and offices
2 computer 386
2 printers
11 file cabinets
3 floor fan blowers
CURRENT INVENTORY
-----------------
inventory of raw materials in all colors
PVC pearl materials
PVC clear approximately $222,000.00
finished goods inventory $157,000.00 current
paper transfer inventory of paper $52,500.00
packaging material $9,500.00
Exhibit "A" Page Three
EXHIBIT B
(ESCROW AGREEMENT)
The parties agree that no escrow will be necessary, as all funds will be
disbursed at the time of Closing, except for any funds that are withheld by
Buyer to meet any contingencies or debts the amount of which are uncertain or
unknown.
EXHIBIT C
(SECTION 5(d) REPRESENTATIONS)
1. State of Florida (Intangible tax)
$ 2,259.57
Date: July 26, 1994
2. LECTRO-FORM, INC. V. UNIVERSAL VINYL, INC.
Superior Court of New Jersey, Passaic County
Docket No. PAS-L-463-96
Filed Oct. 14, 1997
Judgment $18,932.56 plus interest
3. GEON COMPANY, ET AL. V. UNIVERSAL VINYL
U.S. District Court, Southern District of Florida (Miami)
Case No. 96-CV-36 and Case No. 95-CV-1074
Injunction
4. PROFILE INDUSTRIES V. UNIVERSAL VINYL
U.S. District Court, Southern District of Florida (Ft. Lauderdale)
Case No. 93-CV-6071
Filed January 28, 1993
Consent Judgment on May 12, 1993 (Copy of Consent Judgment to be provided
by Buyer to Seller at and/or prior to Closing for Sellers review and
approval)
EXHIBIT D
(SECTION 5(k) REPRESENTATIONS)
The employees of the Facility are not members of a labor union nor subject to
any collective bargaining agreement with respect to their employment at the
Facility nor has any notice of any kind been received by the Seller relating to
any vote to unionize Seller's business. There are no labor disputes or
grievances pending with respect to the operations at the Facility. There are no
employment contracts of any kind or nature involving the Seller and any officer,
director, shareholders and/or employee of Seller.
EXHIBIT E
(SECTION 6(a))
See Xxxx of Sale attached hereto
RAMCO FORM 101
XXXX OF SALE, ABSOLUTE
KNOW ALL MEN BY THESE PRESENTS, That
Universal Vinyl Corp.
of the City of Medley, in the County of Dade and the State of Florida of the
first part, for and in consideration of the sum of Ten and
No/100---------------------------------------------Dollars lawful money of
the United States, to it paid by Fix Corp. International Inc. of party of the
second part, the receipt whereof is hereby acknowledged, has granted,
bargained, sold, transferred and delivered, and by these presents does grant,
bargain, sell, transfer and deliver unto the said party of the second part,
its executors, administrators and assigns, the following goods and chattels:
See Exhibit "A" attached hereto.
TO HAVE AND TO HOLD the same unto the said party of the second part, its
executors, administrators and assigns forever.
AND we do, for us and our heirs, executors and administrators, covenant
to and with the said party of the second part, its executors, administrators
and assigns, that we the lawful owner of the said goods and chattels; that
they are free from all encumbrances; that we have good right to sell the same
aforesaid, and that we will warrant and defend the sale of the said property,
goods and chattels hereby made, unto the said party of the second part its
executors, administrators and assigns against the lawful claims and demands
of all persons whomsoever.
IN WITNESS WHEREOF, have hereunto set our hand and
seal this day of February, one thousand nine hundred and ninety eight
Signed, sealed and delivered in UNIVERSAL VINYL CORP.
the presence of us:
_______________________________________ ________________________(SEAL)
_______________________________________ BY:_____________________(SEAL)
STATE OF Florida I hereby Certify on this day, before me,
------------------------------ an officer duly authorized
COUNTY OF DADE Dade to administer oaths and take
----------------------- acknowledgments, personally appeared
_______________________________________________________________________________
known to me to be the person ____ described in and who executed the foregoing
instrument, who acknowledged before me that he executed the same, that I
relied upon the following form ____ of identification of the above-named
person __:_____________________________________
________________________________________________
NOTARY RUBBER STAMP SEAL Witness my hand and official seal in the
County and State last aforesaid this
_________ day of FEBRUARY A.D. 1998.
____________________________________________
Notary Signature
____________________________________________
Printed Notary Signature
