HomeMy WebLinkAboutExhibit2IL OF SALE
This Bill of Sale is entered into pursuant to that certain Asset Purchase Agreement, dated
as of November 5, 2007, (the "Agreement"), by and among WEIDENER SURVEYING &
MAPPING, P.A., a Florida corporation (the "Company"), and its shareholders, JAMES
WEIDENER, and MARGARITA WEIDENER, and MILLER LEGG & ASSOCIATES, INC.,
INC., a Florida corporation ("ML" or "Purchaser"). Unless otherwise defined herein, all
capitalized terms in this Bill of Sale shall have the meanings set forth in the Agreement.
The Company, in consideration of the payment of the Purchase Price paid by Purchaser
to Company pursuant to the Agreement, the receipt of which is hereby acknowledged, hereby
sells, conveys, transfers, assigns and delivers to the Purchaser,frce and clear of any Lien (except
with respect to Assumed Liabilities) all of its right, title and interest in and to its assets,
properties and business of every kind and description, whether real, personal or mixed, tangible
or intangible, wherever located (except those assets of the Company which are specifically
excluded as "Excluded Assets" as provided in Section 1.2 of the Agreement), Including all of the
"Purchased Assets" described more specifically described in Section 1.1(a)-(k) of the Agreement
as shall exist on the Closing Date.
All of the terms and provisions of this Bill of Sale will be binding upon the Company and
its successors and assigns and will inure to the benefit of the Purchaser.
This Bill of Sale is being delivered pursuant to the Agreement and is not intended to
expand, supersede or negate any of the terms contained in the Agreement. In the event of
conflict, inconsistency, or ambiguity between the terms of this Bill of Sale and the terms of the
Agreement, the terms of the Agreement shall govern.
This Bill of Sale shall be governed by, and construed and interpreted in accordance with,
the substantive laws of the State of Florida, without regard to the conflicts of law principles
thereof. By this Bill of Sale, each of the parties hereto submit to the jurisdiction of state courts of
competent jurisdiction located in Broward County in the State of Florida, including any related
appellate court in the State of Florida which has jurisdiction, for any action to enforce this Bill of
Sale and irrevocably waives any objection such party may now or hereafter have as to the venue
of any action or proceeding brought in any such court or that any such court is an inconvenient
forum.
This Bill of Sale may be executed in any number of counterparts, each of which when
executed and delivered shall be deemed to be an original and all of which counterparts taken
together shall constitute but one and the same instrument. In order to facilitate execution of this
Bill of Sale, fax signatures shall be deemed to be original signatures.
(Signature Page Follows)
IN WITNESS WHEREOF, the undersigned have duly executed this instrument on the
date first above written,
WEIDENER SURVEYING & MAPPING, P.A.
By: a,•
Name: MARG
Title: President
("MAGGIE") WEIDENER
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