BILL OF SALE
XXXX
OF SALE
THIS
XXXX
OF SALE (“Xxxx
of Sale”)
is
made as of September 30, 2008, by Xxxxxxx Cleaners, Inc., an Indiana corporation
(“Seller”)
to
USDC Xxxxxxx Indiana, Inc., a California corporatin (“Buyer”).
Seller
and Buyer have entered into an Asset Purchase and Sale Agreement, dated as
of
August 20, 2008, as amended by a First Amendment to Asset Purchase Agreement,
dated as of August 29, 2008 (collectively, the “Agreement”),
providing for the sale by Seller to Buyer of the assets described on
Exhibit
A
attached
hereto on the date hereof.
NOW,
THEREFORE, for the purpose of affecting such sale pursuant to the provisions
of
the Agreement and for good and valuable consideration, the adequacy and receipt
of which is hereby acknowledged by Seller, Seller does hereby sell, convey,
assign, transfer, and deliver good and marketable title in and to the assets
listed on Exhibit
A
attached
hereto (which has been initialed by Seller), as they exist on the date
hereof.
IN
WITNESS WHEREOF, this Xxxx of Sale has been duly executed as of the day and
year
first above written.
Buyer:
USDC
XXXXXXX INDIANA, INC.,
a
California corporation
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By: | /s/ | |
Name:
Title:
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Seller:
XXXXXXX
CLEANERS, INC.,
an
Indiana corporation
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By: | /s/ | |
Name:
Xxxxx X. Xxxx
Title: Chief
Executive Officer
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EXHIBIT
A