GENERAL BILL OF SALE AND ASSIGNMENT
___________________________________
KNOW ALL MEN BY THESE PRESENTS:
That Magic Box, Inc., a Florida corporation ("Seller"), for good
and valuable consideration received from Pomeroy Computer
Resources, Inc., a Delaware corporation ("Purchaser"), does
hereby, in accordance with the terms and conditions of the Asset
Purchase Agreement, dated May 30, 1997 (the "Agreement"), by and
between Seller, Purchaser, Israel Fintz, M. Ronald Krongold,
Marvin Rosen, and Allison Sokol, sell, assign, transfer, convey,
deliver and confirm to Purchaser, its successors and assigns, or
its nominee, those certain assets of Purchaser, described in the
Agreement as the Purchased Assets, relating to Purchaser's
Business, which Purchased Assets shall include without
limitation:
The Purchased Assets, but excluding the Excluded Assets as
defined in the Agreement.
TO HAVE AND TO HOLD to Purchaser, its successors and assigns
forever.
Seller hereby represents, warrants and covenants that, at and
until delivery of this General Bill of Sale and Assignment,
Seller has good and marketable title to the Purchased Assets,
free and clear of any imperfections of title, liens,
encumbrances, charges, equities or restrictions, of any nature
whatsoever other than the Assumed Liabilities, as defined in the
Agreement; that from and after the delivery by Seller to
Purchaser of this General Bill of Sale and Assignment, Purchaser
will own the Purchased Assets and have good and marketable title
thereto, free and clear of any imperfections of title, liens,
encumbrances, charges, equities or restrictions of any nature
whatsoever, other than the Assumed Liabilities, as defined in the
Agreement.
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Seller, for itself and its successors, further covenants and
agrees that, in the event there are any such Purchased Assets
covered by this General Bill of Sale and Assignment which cannot
be transferred or assigned by it without the consent of or notice
to a third party and in respect of which any necessary consent or
notice has not at the date of delivery of this General Bill of
Sale and Assignment been given or obtained, the beneficial
interest in and to the asset/contract shall, in any event, pass
hereby to Purchaser, and Seller, for itself and its successors
and assigns, covenants and agrees (i) to hold and hereby declares
that it holds such Purchased Assets in trust for and for the
benefit of Purchaser, its successors and assigns; (ii) if
requested by Purchaser, Seller will use all reasonable efforts to
obtain and secure such consents to transfer such Purchased
Assets; and (iii) to make or complete such transfer or transfers
as soon as reasonably possible.
Seller hereby further covenants that it will, at any time and
from time to time, at the request of Purchaser and provided the
Seller does not incur material expense, execute and deliver to
Purchaser any new or confirmatory instrument and all other and
further instruments reasonably necessary or convenient, which
Purchaser may reasonably request, to vest in Purchaser Seller's
full right, title and interest in or to any of the Purchased
Assets, or to enable Purchaser to realize upon or otherwise to
enjoy any such property, assets or rights or to carry into effect
the intent or purpose hereof.
This General Bill of Sale and Assignment, being further
documentation of the transfers, conveyances and assignments
provided in the Agreement, does not expand or limit the rights
and obligations provided in said Agreement.
This instrument shall be binding upon, inure to the benefit of
and be enforceable by the Seller and Purchaser and their
respective successors and assigns.
Any capitalized terms used, but not defined herein, shall have
the definition set forth in the Agreement.
IN WITNESS WHEREOF, Magic Box, Inc. has caused this instrument to
be executed by its officer thereunto duly authorized as of this
______ day of ________________, 1997.
Signed and delivered in MAGIC BOX, INC.,
the presence of a Florida corporation
______________________________ By:
__________________________________
______________________________
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STATE OF FLORIDA
COUNTY OF DADE, ss:
BE IT REMEMBERED, that on this ______ day of _____________,
1997, before me, the undersigned, a Notary Public in and for said
County, personally appeared ___________________________, who
acknowledged himself to be the President of Magic Box, Inc., a
Florida corporation, and that he, as such President being
authorized to do so, executed the foregoing instrument for the
purposes therein contained, by signing the name of the
corporation by himself as President.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed my notarial seal on the day and year last above written.
________________________________________
NOTARY PUBLIC
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