|
BILL OF SALE, ASSIGNMENT & ASSUMPTION AGREEMENT
<br /> KNOW ALL PERSONS BY THESE PRESENTS, that Elk River Municipal Utilities, a
<br /> Minnesota municipal corporation (the "Seller"), pursuant to that certain Asset Purchase
<br /> Agreement (the "APA"), dated effective August , 2016, by and among the hereinafter
<br /> named `Buyer," and for good and valuable consideration, the receipt of which is hereby
<br /> acknowledged, hereby sells, assigns, transfers, sets over, conveys and delivers the following
<br /> assets and property unto WH Security, LLC, a Minnesota limited liability company (the
<br /> "Buyer"), effective 12:01 a.m. on October 1, 2016 (the "Effective Date"), free and clear of all
<br /> Liens, claims and restrictions of any kind or nature:
<br /> All right, title and interest in, to and under the Acquired Assets, comprised of the
<br /> following:
<br /> (a) Accounts. All monitoring and security and medical customer accounts, as
<br /> listed on Schedule 2.1.1 totaling eight hundred thirty-eight [838], along with all
<br /> contracts, monitoring agreements, and equipment service agreements in place
<br /> with such customers, all security and monitoring equipment owned by Seller and
<br /> intended exclusively and solely for use in connection with any of the accounts,
<br /> and all related data, licensing, customer information, monitoring numbers, and
<br /> other assets pertaining to such accounts (the "Accounts");
<br /> (b) Deposits and Prepaid Expenses. All payments and rights to collections
<br /> accruing on the Accounts as of the Closing Date and thereafter, and any customer
<br /> credits, pre-paid expenses, advance payments and deposits on the Accounts, as
<br /> listed on Schedule 2.1.2, if any (the "Deposits and Prepaid Expenses");
<br /> (c) Books and Records. All books of account, records, files, customer
<br /> information and correspondence, customer lists, technical information and similar
<br /> materials and records and other files and records relating to the Business, the
<br /> Accounts or the Deposits and Prepaid Expenses excluding private data under
<br /> Minn. Stat. Chapter 13 (the"Books and Records");
<br /> (d) All other assets to be transferred by Seller to Buyer under the APA.
<br /> To the extent that any asset otherwise described above is not immediately assignable to
<br /> the Buyer, the Seller shall use its reasonable efforts to provide the Buyer with all of the benefits
<br /> of such asset. To the extent that any asset described above is not assignable to the Buyer without
<br /> the consent of a third party, which consent has not been obtained as of the date hereof, then,
<br /> Seller shall immediately disclose to Buyer in writing the name of such party from whom consent
<br /> is required, and (i) such asset shall not be assigned to the Buyer until the consent has been
<br /> obtained; (ii) the Seller shall use its reasonable efforts to obtain the consent; and (iii) until the
<br /> consent is obtained the Seller shall use its reasonable efforts to provide the Buyer with all of the
<br /> benefits of such asset.
<br /> PROVIDED, HOWEVER, that the Acquired Assets shall not include and the Seller shall
<br /> retain all of its right, title and interest in and to the Excluded Assets. Seller transfers the
<br /> foregoing Assets based upon the warranties and representations of Seller set forth in the APA,
<br /> 1
<br />
|