HomeMy WebLinkAboutBill of SaleBILL OF SALE, ASSIGNMENT AND ASSUMPTION
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION (the "Bill of Sale"), is entered
into by and between Official Reporting Services, LLC dfbta Apex Reporting Group ("ORS"),
Kresse & Associates, LLC ("KA"), Inman Reporting, LLC ("Inman) and Goldman
Naccarato, Vela & Associates, LLC, a Florida limited liability company (`GNV", and .together
with ORS, KA and Inman, "Seller") and Verbatim Support Services, Inc., a Florida corporation
("Buyer").
PRELIMINARY STATEMENT
This Bill of Sale Is executed and delivered pursuant to the terms of the Asset Purchase
Agreement, dated as even date herewith, to which Seller and Buyer are parties (the
"Agreement),
AGREEMENT
In consideration of the foregoing, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowiedged:
1. Each term which is capitalized, but not defined, in this Bill of Sale shall have the
meaning ascribed to such term In the. Agreement,
2. Seller hereby sells, assigns, conveys, transfers, grants, sets over, confirms and delivers
to Buyer and its successors and assigns, to have and to hold forever, its entire right, title
and interest in and to each of the Purchased Assets, free and clear of any and all Liens
other than Permitted Liens.
3. Seller hereby assigns, and Buyer -hereby assumes and agrees to pay, discharge and
perform when iawfuily due, all of the Assumed Liabilities. Except for the Assumed
Liabilities, Seller agrees that Buyer shall not assume or otherwise become liable for any
other liabilities or obligations of Seller.
4. Seller agrees to do and cause to be done any and all acts, to execute and deliver any
and all agreements, documents and instruments and to make, execute and deliver to the
Buyer any and all power of attorney, which the Buyer deems reasonably necessary,
proper or convenient: (I) to effectuate the sale, assignment, conveyance, transfer, grant,
setting over, confirmation and delivery of the Purchased Assets contemplated by this Bill
of Sale and the Agreement; and (ii) to enable the Buyer to own, possess, collect, enforce
and enjoy any and all rights, interests and benefits in, to, and with respect to each of the
Purchased Assets, as provided in the Agreement.
5. All of the terms and provisions of this Bill are binding upon Seller, Buyer and their
respective successors and assigns and will Inure to the benefit of the other party and
their respective successors and assigns. Notwithstanding the foregoing, no provision of
the Bill of Sale shall In any way amend any of the express provisions (including the
warranties, covenants, agreements, conditions, representations and obligations and
indemnifications, and the limitations related thereto, of Seller) set forth In the Agreement,
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this Bill of Sale being intended solely to effect the transfer of the Purchased Assets and
the assignment and assumption of the Assumed Liabilities in accordance with the
Agreement.
6. In the event of a conflict between the terms of this Bill of Sale and the terms of the
Agreement, the terms of the Agreement shall prevail and govern,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
BUYER:
Verbatim Support Services, Inc
a Florida corporation
By:
Name:
Title: 61
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SELLER:
Goldman, Naccarato, Vela
& Associates, LLC,
a Florida limited liability company
Official Reporting Services, LLC,
d/b/a Apex Reporting Group
Name:
Title:
Kresse & Associates, LLC
a Florida limited liability company
Name: ..
Title:
Inman Reporting, LLC
a Florida limited liability co 'any
Title:
•
BILL OF SALE, ASSIGNMENT AND ASSUMPTION
THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION (the "Assignment") is entered into
by and between VERBATIM SUPPORT SERVICES, INC., a Florida corporation ("Verbatim'')., and
DIGITAL .REPO SERVICES, INC., a Florida corporation ("Digital") as of the r7 day of
September 2014,
'WHEREAS, effective on July 29, 2014, Verbatim entered into a certain Bill of Sale, Assignment
and Assumption (the "Bill of Sale") with Official Reporting Services, LLC d/b/a Apex Reporting Group,
Kresse & Associates, LLC, Inman Reporting, LLC and Goldman, Naccarato, Vela & Associates, LLC
pursuant to which assets (the "Assets") were assigned to Verbatim, and Verbatim assumed various
liabilities and obligations all as set forth in the Bill of Sale; and
WHEREAS, Verbatim wishes to assign such Assets and Digital wishes to receive such Assets
and assume the liabilities andobligations as set forth in the Bill of Sale;
AGREEMENT
In consideration of the foregoing, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged:
1, Verbatim agrees to sell, assign, transfer, grant, set over, confirm and deliver the Assets
conveyed pursuant to, and as set forth in, the Bill of Sale, which is attached hereto and
incorporated by reference in its entirety, to. Digital.
2. Digital agrees to assume all of the liabilities and obligations of Verbatim as are all set
forth in the Bill of Sale.
3, All the terms and provisions of this Agreement are hereby binding upon Verbatim,
Digital and their respective successors and assigns and will inure to the benefit of the
other party and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed
and delivered as of the day and year first above written.
VERBATIM SUPPORT SERVICES, INC.
By;62,
C. Leo S
th, Director
DIGITAL DEPO SERVICES, INC.
C. Leo/ mith, Director