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HomeMy WebLinkAboutBILL OF SALES Execution Version BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of April 30,2021 (this"Agreement"),is made and entered into by and between SITEONE LANDSCAPE SUPPLY,LLC, a Delaware limited liability company("Buyer")and MELROSE SUPPLY & SALES CORP., a Florida corporation("Company"). WHEREAS,Buyer,Company,and Dominick Pagano have entered into an Asset Purchase Agreement, dated of even date herewith(the "Purchase Agreement"); and WHEREAS, pursuant to the Purchase Agreement, Company has agreed to sell, transfer, convey, assign and deliver to Buyer the Purchased Assets and in connection therewith, Buyer has agreed to assume from Company and perform and discharge as and when due, any and all of the Assumed Obligations upon the terms and subject to the conditions set forth therein. NOW, THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto agree as follows: 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein that are defined in the Purchase Agreement shall have the meanings ascribed to them in the Purchase Agreement. 2. Conveyance. Company hereby sells, transfers, conveys, assigns and delivers to Buyer, all right,title and interest in and to the Purchased Assets free and clear of all Encumbrances, in accordance with the terms of the Purchase Agreement. 3. Assumption. Buyer hereby assumes, agrees to perform and discharge as and when due, the Assumed Obligations, upon the terms and subject to the conditions set forth in the Purchase Agreement. Notwithstanding the foregoing, Buyer does not assume and shall have no obligation in respect of any of the Excluded Liabilities. 4. Power of Attorney. Company does hereby irrevocably appoint Buyer and its successors and assigns as Company's true and lawful attorney in fact as limited herein, and hereby only authorizes Buyer to (a) execute on behalf of Company any instruments, documents, and the like necessary to collect or transfer to Buyer, or otherwise enforce any rights in respect of, the Purchased Assets and (b) do all acts and things necessary or expedient in furtherance of such purpose; such power of attorney being coupled with an interest, it shall be irrevocable. 5. Purchase Agreement. This Agreement is subject in all respects to the terms and conditions of the Purchase Agreement and does not (a) create any additional obligations, covenants, agreements, representations or warranties or alter, amend, modify, replace, change, rescind, waive, exceed, expand, enlarge, supersede or in any way affect any of the obligations, covenants, agreements, representations or warranties of any party thereto; or (b) expand upon or limit the respective rights, benefits, responsibilities and obligations of any party thereto. In the event the terms of this Agreement conflict with the terms of the Purchase Agreement, the terms of the Purchase Agreement shall govern. This Agreement shall, in all respects, be construed so that none of the Assumed Obligations shall be expanded, increased,broadened or enlarged, solely as a result of the execution of this Agreement, as to rights or remedies that third parties would have had against Buyer, Company or the direct or indirect members of Company had this Agreement not been executed and delivered. 6. Counterparts.This Agreement may be executed in counterparts,each of which shall be deemed an original,but all of which together shall be deemed to be one and the same agreement. Signatures to this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original. 7. Notices. Any notice,request or other document to be given hereunder to any of the parties hereto shall be given in the manner prescribed in Section 6.02 of the Purchase Agreement. 8. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 9. Successors and Assi rms. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 10. Governing Law; Dispute Resolution. This Agreement shall be construed in accordance with and governed by the laws of the State of Georgia (without reference to its principles of choice or conflict of laws). All disputes arising directly or indirectly out of this Agreement shall be fully resolved in accordance with Section 6.11 of the Purchase Agreement. [Signature Pages Follow] 2 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written. COMPANY: MELROSE SUPPLY & SALES CORP. By: Name: D minick Pagano Title: President [Signatures Continue on Next Page] [Signature Page to Bill of Sale and Assignment and Assumption Agreement] BUYER: SITEONE LANDSCAPE SUPPLY,LLC By:�� Name: Briley Brisendine Title: Executive Vice President and General Counsel [Signature Page to Bill of Sale and Assignment and Assumption Agreement]