HomeMy WebLinkAboutBill of SalesBILL OF SALE
1.0 The Parties
1.1 MICHAEL PHELAN, in his capacity as Assignee for the Benefit of Creditors of
B.E.A. INTERNATIONAL CORP., hereinafter called Seller.
1.2 B.E.A. architects, Inc., hereinafter called Buyer.
2. Background
2,1 On the 23'a day ofApril 2008, B.E.A. INTERNATIONAL CORP., (hereinafter called
"Assignor") executed its Assignment for the Benefit of Creditors, conveying all of
its assets, of whatever kind, nature or description, including without limitation, any
intellectual property owned by it to MICHAEL PHELAN for the purpose of
liquidation of those assets pursuant to the provisions of Chapter 727, Florida Statutes.
2.2 Seller received an offer to purchase of the assets of the Assignor free and clear of
liens, encumbrances and claims of whatever kind, nature or description, with valid
liens, if any to attach to the proceeds of the sale.
2.3 On the 25th day of June 2008, the Circuit Court for the 11t Judicial Circuit, in and
for Miami -Dade County, Florida, entered an Order approving the proposed sale of
the subject assets to Buyer, pursuant to the terms of an Asset Purchase Agreement.
The Court specifically authorized the Seller to enter into the Asset Purchase
Agreement and to conclude the sale. True copies of the Court Order, and the Asset
Purchase Agreement are attached to this Bill of Sale as Exhibits "A" and "B."
2.4 Seller acknowledges payment in full of the agreed purchase price.
3.0 Transfer
3.1 Accordingly, Seiler does hereby assign, transfer and set over to Buyer all of the
personal property as set forth in the Asset Purchase Agreement, including without
limitation intellectual property, whether tangible or intangible, detailed in Exhibit A
attached, free and clear of any liens, claims, encumbrances or interests, consistent
with the Court's Order and the Asset Purchase Agreement
3.2 The assets are sold in "as is " condition, and Seller makes no representations or
warranties of their condition or of their fitness for any particular use.
IN SS WHEREOF, the Seller has executed this instrument this 1/ day of
N:9 , 2008.
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STATE OF FLORIDA )
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COUNTY OF BROWARD
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SELLER
MICHAEL PHELAN, Assignee for the Benefit
of Creditors, B.E.A. INTERNATIONAL CORP.
acknowledged before me this / / ''day of
who are personally known to me or 0 who have
as identification.
Notary Public, STATE OF KARMA
Print Name: A )ft 1i 1 ie A J Phi
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