ASSET PURCHASE AGREEMENT
Agreement made as of this 5th day of June, 1996,
by and between UNITED SECURITY ASSOCIATES, INC. or its assigns
(hereinafter "Buyer") having an office or place of business at 11-
H Princess Road, Lawrenceville, New Jersey 08648 and ALARM DATA,
INC. OF DELAWARE (hereinafter "Seller") and THOMAS A. GOLDEN, an
individual (hereinafter "Shareholder"), having an office or place
of business at 2605 Eastburn Center, Newark, Delaware, 19711.
W I T N E S S E T H
WHEREAS, Buyer is engaged in the business of purchasing
burglar and fire alarm monitoring accounts; and
WHEREAS, Seller is engaged in the business of selling,
leasing, installing, repairing, servicing and providing
monitoring for burglar and fire alarm equipment; and
WHEREAS, Seller has requested that Buyer purchase from
Seller approximately seven hundred fifty (750) of its existing
alarm monitoring accounts.
NOW THEREFORE, in consideration of the covenants set
forth herein, and intending to be legally bound, the parties
agree as follows:
1. Sale of Accounts. Subject to the terms of this
Agreement, Seller hereby agrees to sell, convey, assign, transfer
and deliver to Buyer a total of approximately seven hundred fifty
(750) alarm monitoring accounts (the "Alarm Accounts") with the
customers of Seller (the "Customers"), which Customers are set
forth on the Customer List attached hereto as Exhibit "A" and
made a part hereof. Seller also agrees to sell, convey, assign,
transfer and deliver to Buyer all of the following items: Any
equipment and inventory set forth on Exhibit "B", all of Seller's
right, title and interest in any monitoring equipment, alarm
equipment, or other equipment necessary for the purpose of
sending an alarm monitoring signal to a central monitoring
station, all telephone lines owned or leased by Seller and used
in connection with the Alarm Accounts (including any lines into
the central station(s) used by Seller and any lines used for
Seller's customer service), all computer software programs
licensed to or used by Seller relating to the uploading and/or
downloading of any of the Customer's alarm equipment, all
Customer lists, files, deposits, and prepayments relating to the
Alarm Accounts (and any non-monitored accounts installed or
serviced by Seller), any licenses or permits of Seller which are
required for the conduct of Seller's business, and Seller's trade
name. Such conveyance shall be confirmed by a Bill of Sale in
the form attached hereto.
2. Purchase Price. The Purchase Price shall be determined
by multiplying twenty-eight (28) times the monthly recurring
revenue (MRR) payable each month by Customers for monitoring
services pursuant to the Alarm Agreements. MRR shall not include
any amounts derived from: (i) sales, use, or other taxes, fees or
other charges imposed by any governmental authority relating to
the furnishing of such monitoring services; (ii) monthly
maintenance charges relating to service on the monitoring
equipment; or (iii) charges for installation time and materials.
Based on the assumption that the Alarm Accounts being conveyed
generate an MRR of $15,000 the gross purchase price will be
approximately four hundred twenty thousand ($420,000) Dollars.
This amount will be adjusted as follows: a credit against the
purchase price will be given for prepaid (unearned) monitoring
revenues previously billed by Seller, and a portion of the
purchase price shall be held back to secure the warranties
described below. Buyer shall be entitled to all revenues for
Alarm Accounts pro-rated to the Settlement Date.
After the Settlement Date, Buyer agrees to include
Seller's accounts receivable balances in future billings to the
Customers and shall remit same to Seller upon receipt.
Any Alarm Accounts for which Seller has obtained a
written contract (or which Seller identifies prior to Settlement
as accounts which have commenced negotiation), but for which
Buyer will finish installation after Settlement are referred to
as Work in Process Accounts and are identified in Exhibit "A".
Upon completion of such installations and upon receipt by Buyer
of the balance of the installation price and the first payment
for monitoring, Buyer shall pay to Seller a sales commission for
such accounts. At Settlement, Seller and Buyer shall prorate any
deposits previously paid to Seller on account of such Work in
Process Accounts based on the value of the work completed to
date.
3. Security for Warranties. An amount equal to twenty
percent (20%) of the Purchase Price will be held back to secure
the warranties, representations and agreements of the Seller.
Subject to any applicable set-offs, ten percent (10%) shall be
released after twelve (12) months following Settlement (provided
the annualized attrition rate is less than five (5%) percent),
and ten percent (10%) shall be released after eighteen (18)
months following Settlement.
4. Replacement Warranty. Non-producing Alarm Accounts are
Alarm Accounts which cancel or become more than 45 days past due.
In the event an Alarm Account becomes Non-producing during the
first fifteen months following Settlement, Buyer shall be
entitled to a credit equal to the purchase price for such
account. In addition to the 15-month Replacement Warranty
described above, Seller and Shareholder shall assure and
guarantee as a surety the payment, and not merely the collection,
of the initial twenty-eight (28) monthly payments following
Settlement by Pocket Change, Jolly Time, Blazing Flippers,
Winners Circle, Interstate Amusement, and Fun and Games.
5. Change Over. Most of Seller's Alarm Accounts are
currently on line with the Accurate/Dictograph Central Station in
Wilmington, Delaware (soon to be moved to ERC in Ohio). Seller
has previously programmed these panels to call telephone lines
owned by Seller, and such lines are remote call forwarded to
telephone numbers owned by Buyer. For these accounts, no change
over will be required, and at Settlement Seller will convey these
lines to Buyer. For the balance of Seller's accounts
(approximately four (4) of which are on line at COPS Monitoring),
Seller shall download, chip change or reprogram the alarm panels
to call Buyer's telephone line into Buyer's designated Central
Station.
Seller will supply Buyer with all information necessary
to perform maintenance on the Alarm Accounts, including lock-out
codes, pass-key numbers, pass-words, communicator identification,
programming information, and such other information as Buyer may
request. Seller represents that it owns all of the telephone
line(s) that Seller's digital dialers are programmed onto and
which are, in turn, remote call forwarded to lines owned by
Buyer.
6. Maintenance Warranties. Buyer and Seller shall arrange
to notify Customers in writing that all maintenance and service
requests are to be made by calling the office of Buyer. Buyer
and Seller shall notify the Customers that Buyer will perform
future maintenance service. Except to the extent set forth on
Exhibit "A", Seller represents and warrants that all of the Alarm
Accounts are free of any warranty period covering maintenance and
service (including equipment and labor) contained in any Customer
Contract.
7. Documents. At Settlement, Seller shall deliver to
Buyer original executed copies of all Monitoring and Servicing
Agreements together with copies of all Installation Agreements
between Seller and the Customers, copies of any financing
applications, service or repair notes, Central Station Data
Forms, correspondence and other information set forth in the
Customers' files. Each file must also contain the House Code and
Installation Code for each Customer. To the extent that any such
documentation is missing or improperly executed, Seller shall,
within 10 days Notice from Buyer, have such documentation cured,
or Buyer may return such Alarm Accounts in accordance with the
procedure for Non-performing Alarm Accounts. Seller hereby
grants to Buyer open and continuous access to all records and
documents in Seller's possession which are related to the Alarm
Accounts.
8. Representations. Seller and Shareholder represent and
warrant to Buyer that as of the date hereof and as of the
Settlement Date:
A. Seller is a corporation duly organized,
validly existing and in good standing under the laws of
the State of Delaware, and all issued and outstanding
shares of stock of Seller are owned by Shareholder.
The execution, delivery and performance of this
agreement by Seller has been duly authorized by all
necessary corporate action on the part of Seller, and
this Agreement constitutes a valid and binding
obligation of Seller and Shareholder in accordance with
its terms.
B. Alarm equipment installed at any Customer's
location is hereinafter referred to as an "Alarm
System". The Alarm Systems related to the Alarm
Accounts are properly described in Exhibit "D" and
unless otherwise noted, contain downloadable digital
dialers, are in good working order and condition, and
have been installed and maintained in accordance with
manufacturer's specifications and good and workmanlike
practices prevailing in the industry at the time of
such installation and maintenance. All Alarm Systems
conform in all material respects to the contracts
pursuant to which they were installed and in no case
has any installation been made by Seller which was in
violation of any applicable law, code or regulation
when installed. All Customers have duly executed
monitoring agreements identical in form and content to
the form of the Agreement(s) attached hereto as Exhibit
"C". All copies of the Alarm Account agreements
furnished by Seller to Buyer are complete and correct
in all material respects. All Alarm Systems were
installed by Seller and no Alarm Systems related to the
Alarm Accounts to be conveyed hereby were installed by
or purchased from third parties, except for the
accounts identified on Exhibit "E", which were
purchased from CBA.
C. Neither Seller, nor Shareholder, are aware of
any claim, or demand of any kind or nature by any
Customer or others. Seller and Shareholder warrant and
agree that Buyer assumes no obligations or liabilities
of Seller except for Seller's obligations to provide
monitoring and maintenance services after the
Settlement date, but only in accordance with the terms
and conditions of the written Customer contracts which
were provided by Seller to Buyer prior to the closing
date and are listed on Exhibit "A" hereto. Buyer shall
be free of any other obligations or liabilities, which
shall continue to be the sole responsibility of Seller
and Shareholder.
D. Each Alarm Account is a valid and binding
obligation of the Customer and Seller, enforceable in
accordance with its terms, in full force and effect and
free from any claim, defense or offset. Seller has
delivered to Buyer an executed original counterpart of
each agreement comprising each Alarm Account, the only
other original executed counterpart of which is in the
Customer's possession and none of such agreements have
been modified or amended in any respect, except to the
extent that such modification or amendment is in
writing and an original executed counterpart of same
has been delivered to Buyer. The information set forth
in all Exhibits attached hereto and all schedules,
documents and Settlement Sheets delivered to Buyer are
true and correct in all respects.
E. Seller has performed all obligations required
to be performed by Seller under each agreement
comprising each Alarm Account and is not in default
under, or in breach thereof, nor in receipt of any
claim of default or breach thereunder, nor has any
event occurred which, with the passage of time or the
giving of notice, or both, would cause a breach of, or
default under, any such agreement comprising each Alarm
Account. Seller has not received any notice from any
Customer or other party, and has no knowledge of any
breach or anticipated breach by the Customer of such
agreement or the intent of any Customer not to renew
any such agreement when its current term shall expire.
Seller has not been notified, and has no knowledge of
any event which would entitle a Customer to cancel said
agreement prior to the expiration of its current term.
F. Except for information required to be
disclosed to Seller's central station(s), Seller has
not disclosed to any third party, a Customer list,
originals or copies of Customer contracts, or Customer
information or data of any kind related to the Alarm
Accounts.
G. Seller represents that all Alarm Accounts to
be sold hereunder are programmed to either the
Accurate/Dictograph, ERC, or COPS Central Station and
have been connected and tested as being on line at such
Central Stations. Seller further represents that as to
all Alarm Accounts being sold hereunder, it has
verified the accuracy of the data bases at such Central
Stations against the information on the Monitoring
Agreements, the Emergency Data Forms and any other
Customer information included in the Customer
contracts.
H. All federal, state and local property, sales
and use taxes and all other public taxes or charges
(including, but not limited to, income and payroll
taxes) incurred during any period prior to and
including the Settlement Date which may relate to or
affect the Alarm Accounts in any way or may affect or
relate to their transfer pursuant to this Agreement,
are the obligation and liability of Seller and have
been paid or provided for in full by Seller prior to
the Settlement Date.
I. Seller owns good and marketable title to each
of the Alarm Accounts and any other property to be
conveyed hereunder free and clear of any and all liens,
security interests, charges and encumbrances. The
Seller agrees to comply with the provisions of the
Uniform Commercial Code and any other Delaware
statutes, regulations or laws, relating to bulk
transfers.
J. Except to the extent set forth on Exhibit
"A", all Accounts being sold hereunder are current
(within thirty (30) day net terms).
K. All outstanding charges for monitoring at
the central station used by Seller and for all
telephone lines used in connection with the Alarm
Accounts are fully paid, or shall be paid by Seller at
settlement out of the proceeds of sale.
L. Seller is in compliance with all laws, rules
and regulations related to any Alarm Account,
including, without limitation, the provisions of
federal and state laws relating to "truth and lending"
and "home solicitation contracts". There are no
pending or threatened claims of a violation thereof and
Seller has received no notice of such violation.
9. Indemnification. Seller and Shareholder, jointly and
severally, agree to defend, indemnify and hold harmless Buyer,
its officers, directors, employees, agents and their successors
and assigns, from and in respect to all liabilities and
obligations not expressly assumed by Buyer pursuant to this
Agreement; and from all losses, damages or claims which are
attributable to any act or omission of Seller, or its employees,
agents and subcontractors; and from all losses, damages or claims
resulting from a breach of this Agreement or breach of any
warranty made or contained in this Agreement or in connection
with this Agreement; and from any and all actions, suits,
proceedings, claims, demands, assessments, judgments, costs and
expenses incident to any of the foregoing including interest,
penalties and reasonable attorneys' fees and costs. In the event
of any claim for which the above indemnification provisions may
apply, the parties agree that Buyer may (but is not obligated to)
satisfy such claim and such amounts shall be repaid by Seller to
Buyer within ten (10) days of notice thereof. Buyer may set off
the amount of such claims against any and all monies which Buyer
may owe to Seller.
10. Restrictive Covenants. Seller acknowledges that one of
the fundamental expectations of Buyer in acquiring the Alarm
Accounts is that the Alarm Accounts will be renewed by the
Customers after expiration of their current terms and Seller
acknowledges that Alarm Accounts customarily are so renewed.
Accordingly, Seller agrees as follows:
A. For an unlimited period of time from the date
of this Agreement, neither Seller nor any Shareholder,
employee or agent of Seller, shall solicit or otherwise
communicate with any Customer for the purpose of
inducing Customer (or the effect of such solicitation
or communication shall be) to refrain from or to
discontinue any business relationship with Buyer. For
the purposes of this Section 10, the term "Customers"
shall include all of the Buyer's existing and future
customers as well as the Alarm Accounts being conveyed
hereby, including the person(s) who executed the
monitoring agreements and the locations of the Alarm
Systems sold to such person(s).
B. For an unlimited period of time from the date
of this Agreement, neither Seller nor any Shareholder,
employee or agent of Seller, shall use, distribute or
divulge to any third party any confidential information
relating to the Customers, including but not limited
to: their identity, address, phone numbers, house
codes, installation codes, term of monitoring
agreement, or any other information provided to the
Central Station.
C. For a period of three (3) years following the
date of this Agreement, neither Seller nor any
Shareholder shall be financially interested in or be a
principal, partner, officer, director, owner, employee
or consultant, directly or indirectly, in any business
which is engaged in the selling, leasing, installing or
monitoring of burglar or fire alarm services or
equipment at any place within a fifty mile radius of
Newark, Delaware.
D. In the event of any breach or violation of
the restrictions contained in the foregoing paragraphs,
the period therein specified shall abate during the
time of any violation thereof, and that portion
remaining at the time of commencement of any violation
shall not begin to run until such violation has been
fully and finally cured.
E. Seller and Shareholders each acknowledge that
the restrictions contained within the foregoing
paragraphs are reasonable and necessary in order to
protect Buyer's legitimate interest and that any
violation thereof would result in irreparable injury to
Buyer. Seller and Shareholders, jointly and
individually, acknowledge and agree that in the event
of any violation thereof, Buyer shall be authorized and
entitled to obtain, from any court of competent
jurisdiction, preliminary and permanent injunctive
relief as well as an equitable accounting of all
profits or benefits arising out of such violation,
which rights and remedies shall be cumulative and in
addition to any other rights or remedies to which Buyer
may be entitled. In the event that a court shall
determine that any of the restrictive covenants
contained in this Agreement are inequitably broad, it
is the intention of the parties that the court adjust
the obligations of Seller and Shareholders under the
restrictive covenants, rather than eliminating such
obligations entirely. In the event a court shall
equitably adjust the restrictive covenants, the
remainder of this Agreement shall remain in full force
and effect.
11. Further Transfers. Seller shall execute and deliver
such further instruments of conveyance and transfer and take such
additional action as Buyer may request to effect, consummate,
confirm or evidence the transfer to Buyer of the Alarm Accounts.
Seller shall execute such documents as may be necessary to assist
Buyer in preserving or perfecting its rights in the Alarm
Accounts, and shall also do such acts as are necessary to perform
its representations, warranties, covenants and agreements herein.
12. Insurance. Prior to Settlement, Seller shall provide
evidence to Buyer that for the four year period prior to the
date of Settlement, it had the following policy or policies of
insurance:
Policy Minimum Amount of Coverage
Comprehensive General $1,000,000 per occurrence
Liability Insurance, (Occurrence Basis)
Errors and Omissions and
Automobile Insurance
Workman's Compensation Statutory Requirements
Seller shall furnish Buyer with a Certificate of Insurance
evidencing the coverage required above prior to Settlement. The
General Liability and Errors and Omissions policy specified above
shall name Buyer as an additional named insured for the balance
of its term.
13. Survival. The representations, warranties, covenants
and agreements set forth in this Agreement, or in any writing
delivered in connection with this Agreement, shall survive the
Settlement date and the consummation of the transactions
contemplated hereby.
14. Broker. Seller and Buyer each warrant and represent to
the other that they have had no dealings, negotiations or
consultations with any broker or finder in connection with this
sale. Seller and Buyer hereby agree to defend, indemnify and to
hold harmless the other from and against any loss, claim or
liability by reason of any breach by the indemnifying party of
the foregoing warranty and representation.
15. Employment. Buyer shall interview and consider
Seller's employees for employment with Buyer. Seller agrees to
be responsible for all accrued benefits, vacations and
compensation for its employees through date of Closing.
16. Lease. Upon completion of Settlement, Shareholder
shall lease to Buyer the two-story office condominium located at
2605 Eastburn Center, Newark, Delaware, which contains
approximately 2,000 square feet of space and which is currently
occupied by Seller. Such lease shall be for an initial term of
one (1) year following the Settlement Date at a base rental rate
of $1,200 per month (including taxes) plus Shareholder's
proportionate share of utilities, condominium fees (approximately
$95 per month) and ordinary operating expenses (excluding capital
improvements). Buyer shall have the option to extend the term of
this lease for one additional year upon the same terms and
conditions. Seller agrees to install a handicapped-accessible
bathroom on the top floor and Buyer shall reimburse Seller for
the costs thereof.
17. Financial Records. Seller acknowledges that Buyer may
be required to obtain audited financial statements of the Seller
corporation for the past three (3) years. Upon request of Buyer,
Seller agrees to provide all of the financial records,
accountant's work papers, and other documentation described on
Exhibit "F" without cost to Buyer. Buyer shall pay all costs and
expenses of performing the audit.
18. Settlement. Buyer's obligation to purchase the Alarm
Accounts is conditioned on a satisfactory "due diligence" survey,
delivery of satisfactory Purchase Documents referred to herein,
and transfer of the Alarm Accounts to Buyer's Central Station.
Seller hereby gives Buyer permission to review any files or
financial information, call upon any of Seller's accounts, and to
have Seller's Central Station provide Buyer with a copy of
Seller's account activity list for up to the last year. This
information will be used by Buyer in the strictest of confidence.
Upon completion of Buyer's due diligence, Settlement shall occur
on or before June 7, 1996 at Buyer's place of business described
above, unless the Buyer and Seller mutually agree to another time
and place.
19. Miscellaneous.
A. At any time, and from time to time, after the
signing of this Agreement, each party will execute such
additional instruments and take such action as may be
reasonably requested by the other party to carry out
the intent and purposes of this Agreement.
B. This Agreement shall be governed, construed
and enforced in accordance with the laws of the State
of New Jersey, notwithstanding any conflicts-of-law
doctrines or laws of any jurisdiction to the contrary.
C. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties and their
heirs, personal representatives, successors and
assigns.
D. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be
deemed an original, but all of which together shall
constitute one and the same instrument.
E. This Agreement shall not be interpreted in
favor of or against either party on account of such
party having drafted this Agreement.
F. Neither the failure nor any delay on the part
of either party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial
exercise of any right, remedy, or privilege preclude
any other or further exercise of the same or of any
other right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right,
remedy, power or privilege with respect to any other
occurrence.
G. This Agreement contains the entire
understanding among the parties hereto with respect to
the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings,
inducements or conditions, express of implied oral or
written, except as herein contained. The express terms
hereof control and supersede any course of performance
and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may not be modified or
amended other than by an agreement in writing.
UNITED SECURITY ASSOCIATES, INC. ALARM DATA, INC. OF
DELAWARE
By: /s/JOHN COLEHOWER By: /s/ THOMAS A. GOLDEN
----------------- --------------------
John Colehower Thomas A. Golden
Vice President President
The undersigned United Security Systems, Inc. hereby
joins in the Asset Purchase Agreement dated June 5, 1996
between Alarm Data, Inc. of Delaware and Thomas A. Golden, as
Seller, and United Security Associates, Inc. as Buyer, for the
purpose of guaranteeing to Alarm Data, Inc. and Thomas A. Golden
all of the obligations of United Security Associates set forth in
the Agreement. This guaranty shall not create any third party
rights in any other person or entity.
UNITED SECURITY SYSTEMS, INC.
By: /s/JOHN COLEHOWER
-----------------
John Colehower
Vice President
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS: THAT ALARM DATA, INC.
OF DELAWARE, LOCATED AT 2605 EASTBURN CENTER, NEWARK, DELAWARE
(THE "SELLER"), FOR GOOD AND VALUABLE CONSIDERATION, DELIVERED TO
IT AT THE TIME OF EXECUTION OF THIS DOCUMENT BY UNITED SECURITY
ASSOCIATES, INC., LOCATED AT 11-H PRINCESS ROAD, LAWRENCEVILLE,
NEW JERSEY 08648 or its assigns ("BUYER"), THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, HAS BARGAINED AND
SOLD, AND HEREBY GRANTS, SELLS, TRANSFERS AND ASSIGNS TO BUYER
ITS PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, THE
FOLLOWING PROPERTY, GOODS AND CHATTELS:
Five Hundred Seventy One (571) ALARM MONITORING ACCOUNTS,
AS IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH ALARM
ACCOUNTS ARE MORE PARTICULARLY DEFINED IN SECTION 1 OF THE ASSET
PURCHASE AGREEMENT BETWEEN SELLER AND BUYER DATED JUNE 5, 1996
TOGETHER WITH CERTAIN OTHER PROPERTY RIGHTS DESCRIBED
THEREIN.
TO HAVE AND TO HOLD THE SAME UNTO BUYER, ITS SUCCESSORS
AND ASSIGNS, FOREVER.
SELLER HEREBY COVENANTS THAT ALL RIGHT AND TITLE TO THE
ABOVE-DESCRIBED PROPERTY LIES EXCLUSIVELY IN ITS NAME, AND THAT
SELLER POSSESSES LEGAL CAPACITY TO TRANSFER GOOD AND MARKETABLE
TITLE, FREE AND CLEAR OF ANY AND ALL LIENS, SECURITY INTERESTS,
CHARGES AND ENCUMBRANCES TO BUYER (THE "CLAIMS"). SELLER
COVENANTS AND AGREES TO AND WITH BUYER, ITS SUCCESSORS AND
ASSIGNS, TO WARRANT AND DEFEND THE SALE OF THE AFOREDESCRIBED
PROPERTY, GOODS AND CHATTELS, AGAINST ALL AND EVERY PERSON, FIRM,
CORPORATION OR ASSOCIATION AND INDEMNIFY AND HOLD BUYER HARMLESS
FROM, FOR OR AGAINST ANY LOSS, DAMAGE OR DEFICIENCY ARISING OUT
OF, OR RESULTING FROM ANY CLAIMS.
IN WITNESS WHEREOF, THE SELLER HAS CAUSED THIS BILL OF
SALE TO BE SIGNED BY ITS PROPER AUTHORIZED AGENTS THIS 5th DAY
OF JUNE, 1996.
ALARM DATA INC. OF DELAWARE
BY: /s/THOMAS A. GOLDEN
--------------------
Thomas A. Golden
PRESIDENT
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS: THAT ALARM DATA, INC.
OF DELAWARE, LOCATED AT 2605 EASTBURN CENTER, NEWARK, DELAWARE
(THE "SELLER"), FOR GOOD AND VALUABLE CONSIDERATION, DELIVERED TO
IT AT THE TIME OF EXECUTION OF THIS DOCUMENT BY UNITED SECURITY
ASSOCIATES, INC., LOCATED AT 11-H PRINCESS ROAD, LAWRENCEVILLE,
NEW JERSEY 08648 or its assigns ("BUYER"), THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, HAS BARGAINED AND
SOLD, AND HEREBY GRANTS, SELLS, TRANSFERS AND ASSIGNS TO BUYER
ITS PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, THE
FOLLOWING PROPERTY, GOODS AND CHATTELS:
ALL PERSONAL PROPERTY OF SELLER AS IDENTIFIED IN
EXHIBIT "B" ATTACHED HERETO TOGETHER WITH ALL PERSONAL PROPERTY
OF SELLER IDENTIFIED IN PARAGRAPH 1 OF THE ASSET PURCHASE
AGREEMENT BETWEEN SELLER AND BUYER DATED JUNE 5, 1996.
1993 Chevy C20 Van; VIN No. 2GCEG25Z1P4108970
1993 Chevy C20 Van; VIN No. 2GCEG25Z6P4108530
Telephone Number (___) ________
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Telephone Number (___) ________
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Telephone Number (___) ________
Telephone Number (___) ________
Telephone Number (___) ________
Telephone Number (___) ________
Telephone Number (___) ________
Telephone Number (___) ________
TO HAVE AND TO HOLD THE SAME UNTO BUYER, ITS SUCCESSORS
AND ASSIGNS, FOREVER.
SELLER HEREBY COVENANTS THAT ALL RIGHT AND TITLE TO THE
ABOVE-DESCRIBED PROPERTY LIES EXCLUSIVELY IN ITS NAME, AND THAT
SELLER POSSESSES LEGAL CAPACITY TO TRANSFER GOOD AND MARKETABLE
TITLE, FREE AND CLEAR OF ANY AND ALL LIENS, SECURITY INTERESTS,
CHARGES AND ENCUMBRANCES TO BUYER (THE "CLAIMS"). SELLER
COVENANTS AND AGREES TO AND WITH BUYER, ITS SUCCESSORS AND
ASSIGNS, TO WARRANT AND DEFEND THE SALE OF THE AFOREDESCRIBED
PROPERTY, GOODS AND CHATTELS, AGAINST ALL AND EVERY PERSON, FIRM,
CORPORATION OR
ASSOCIATION AND INDEMNIFY AND HOLD BUYER HARMLESS FROM, FOR OR
AGAINST ANY LOSS, DAMAGE OR DEFICIENCY ARISING OUT OF, OR
RESULTING FROM ANY CLAIMS.
IN WITNESS WHEREOF, THE SELLER HAS CAUSED THIS BILL OF
SALE TO BE SIGNED BY ITS PROPER AUTHORIZED AGENTS THIS 5th DAY
OF JUNE, 1996.
ALARM DATA INC. OF DELAWARE
BY: /s/THOMAS A. GOLDEN
-------------------
Thomas A. Golden
President