GENERAL BILL OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS:
That Commercial Business Systems, Inc., a Virginia corporation,
("Company") 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 March ___, 1998
(the "Agreement"), by and between Company and Purchaser, sell,
assign, transfer, convey, deliver and confirm to Purchaser, its
successors and assigns, or its nominee, those certain assets of
Company ("Purchased Assets") described in the Agreement as the
Purchased Assets, relating to Company'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.
Company hereby represents, warrants and covenants that, at and
until delivery of this General Bill of Sale and Assignment,
Company 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; that from and after the delivery by Company 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.
Company, 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 Company, 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, Company 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.
Company hereby further covenants that it will, at any time and
from time to time, at the request of Purchaser, execute and
deliver to Purchaser any new or confirmatory instrument and all
other and further instruments necessary or convenient, which
Purchaser may reasonably request, to vest in Purchaser Company'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 Company 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, Commercial Business Systems, Inc. has caused
this instrument to be executed by its officer thereunto duly
authorized as of this ____ day of March, 1998.
Signed and delivered in COMMERCIAL BUSINESS SYSTEMS,
INC.,
the presence of a Virginia corporation
_________________________ By:
_______________________________
Thomas M. Clayton,
President
_________________________
STATE OF OHIO
COUNTY OF HAMILTON, ss
BE IT REMEMBERED, that on this _____ day of March, 1998,
before me, the undersigned, a Notary Public in and for said
County, personally appeared Thomas M. Clayton, who acknowledged
himself to be the President of Commercial Business Systems, Inc.,
a Virginia 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
111437
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