GENERAL BILL OF SALE AND ASSIGNMENT
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KNOW ALL MEN BY THESE PRESENTS:
That Systems Atlanta, Inc., a Georgia corporation, ("Company") for good and
valuable consideration received by its affiliate, Systems Atlanta Commercial
Systems, Inc. from Pomeroy Select Integration Solutions, Inc., a Delaware
corporation ("Purchaser No. 2"), does hereby, in accordance with the terms and
conditions of Section 13 of the Asset Purchase Agreement, dated May 6, 1999 (the
"Agreement"), by, between and among Systems Atlanta Commercial Systems, Inc.,
Purchaser No. 2, Pomeroy Computer Resources, Inc., and B. Scott Dobson, Charley
G. Dobson, Betty H. Dobson and Tyler H. Dobson, sell, assign, transfer, convey,
deliver and confirm to Purchaser No. 2, its successors and assigns, or its
nominee, those certain assets of Company ("Purchased Assets No. 2") described in
the Agreement as the Purchased Assets No. 2, relating to Company's Business No.
2 as described in the Agreement, which Purchased Assets No. 2 shall include
without limitation:
The Purchased Assets No. 2 but excluding the Excluded Assets as defined in
the Agreement.
TO HAVE AND TO HOLD to Purchaser No. 2, 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 title to the
Purchased Assets No. 2, 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 No. 2 of this General Bill
of Sale and Assignment, Purchaser No. 2 will own the Purchased Assets No. 2 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 No. 2 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 No. 2, and Company,
for itself and its successors and assigns, covenants and agrees (i) to hold and
hereby declares that it holds such Purchased Assets No. 2 in trust for and for
the benefit of Purchaser No. 2, its successors and assigns; (ii) if requested by
Purchaser No. 2, Company will use all reasonable efforts (not including the
obligation to make any payment of funds incident thereto) to obtain and secure
such consents to transfer such Purchased Assets No. 2; 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 No. 2, execute and deliver to Purchaser No. 2
any new or confirmatory instrument and all other and further instruments
necessary or convenient, which Purchaser No. 2 may reasonably request, to vest
in Purchaser No. 2 Company's full right, title and interest in or to any of the
Purchased Assets No. 2, or to enable Purchaser No. 2 to realize upon or
otherwise to enjoy any such property, assets or rights or to carry into effect
the intent or purpose hereof.
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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 No. 2 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, Systems Atlanta, Inc. has caused this instrument to be
executed by its officer thereunto duly authorized as of this ____ day of May,
1999.
Signed and delivered in SYSTEMS ATLANTA, INC.,
the presence of a Georgia corporation
_________________________ By: ________________________________
B. Scott Dobson, Vice-President
_________________________
STATE OF ____________
COUNTY OF __________, ss
BE IT REMEMBERED, that on this _____ day of May, 1999, before me, the
undersigned, a Notary Public in and for said County, personally appeared Scott
Dobson, who acknowledged himself to be the Vice-President of Systems Atlanta,
Inc., a Georgia corporation, and that he, as such Vice-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 Vice-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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