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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, 1 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 2 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