| Preview
Subscribers | 2003 |
Purchase and Sale Contract
Purchase and Sale Contract (91K)
Doc #374515: Click preview link for longer preview.
PURCHASE AND SALE CONTRACT
(IMPROVED PROPERTY)
1.
PARTIES.
This Purchase and Sale Contract (this ?Contract?) is made between Remodelers Credit Corporation, a Delaware corporation (?Purchaser?), and MAD LLC, a Virginia limited liability company (?Seller?).
2.
PROPERTY.
On the terms and conditions stated in this Contract, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller all of the following described property (collectively, the ?Property?): . . .
374515
|
US Home & Garden
As referenced in this Purchase and Sale Contract:
U.S. Home – in default hereunder.
7.6.1. Consummation of Merger. The merger contemplated by that certain Agreement of Plan and Merger dated October 16, 2002, by and between Deck America, Inc., U.S. Home Systems, Inc. and Remodelers Credit Corporation, shall have been completed prior to or simultaneously herewith.
7.6.2. Ability to Operate. At the time of Closing there will not
_____________
U.S. Home – Prior Agreement. This Contract supersedes and replaces, insofar as the same relates to the Property, the terms and conditions of that certain letter agreement dated June 26,
- 23 -
2002, from U.S. Home Systems, Inc. to MAD LLC, agreed to and accepted by MAD LLC as of July 2, 2002.
15.12. Business Day. Business Day means any day on which business
_____________
dt 1031296
;
U.S. Home
As referenced in this Purchase and Sale Contract:
U.S. Home Systems, Inc – in default hereunder.
7.6.1. Consummation of Merger. The merger contemplated by that certain Agreement of Plan and Merger dated October 16, 2002, by and between Deck America, Inc., U.S. Home Systems, Inc . and Remodelers Credit Corporation, shall have been completed prior to or simultaneously herewith.
7.6.2. Ability to Operate. At the time of Closing there will not exist any
_____________
U.S. Home Systems, Inc – Prior Agreement. This Contract supersedes and replaces, insofar as the same relates to the Property, the terms and conditions of that certain letter agreement dated June 26,
- 23 -
2002, from U.S. Home Systems, Inc . to MAD LLC, agreed to and accepted by MAD LLC as of July 2, 2002.
15.12. Business Day. Business Day means any day on which business is generally
_____________
dt 1534186
;
|
 Jackson Walker
As referenced in this Purchase and Sale Contract:
Jackson Walker – 22191
Lewisville, Texas 75067
Attn: Daniel Betts, Managing Member
Attn: Murray H. Gross, President
Facsimile: 703-497-1559
Facsimile: 972-459-4800
with a copy to:
with a copy to:
Jackson Walker L.L.P.
Poppleton, Garrett & Polott
901 Main Street, Suite 6000
15400 Calhoun Drive, Suite 140
Dallas, Texas 75202
Rockville, Maryland 20855
Attn: Richard B. Goodner
Attn: Andrew
_____________
dt 1041360
|
| Preview
Subscribers | 2004 |
Asset Purchase and Sale Agreement
Asset Purchase and Sale Agreement (100K)
Doc #381510: Click preview link for longer preview.
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT is entered into as of this 30th day of August 2004, by and between Huttig Building Products, Inc., a Delaware corporation (�Huttig�), and McCray Lumber Company, a Missouri corporation (the �Buyer�). Capitalized terms are defined in Article 1.
RECITALS
A. The Buyer desires to purchase the Purchased Assets and assume the Assumed Liabilities from Huttig, on the following terms and conditions; and
B. Huttig desires to sell the Purchased Assets, and to assign the Assumed . . .
381510
|
Huttig Building
As referenced in this Asset Purchase and Sale Agreement:
Huttig Building Products, Inc – SALE AGREEMENT
Exhibit 2.1
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT is entered into as of this 30th day of August 2004, by and between Huttig Building Products, Inc ., a Delaware corporation (Huttig), and McCray Lumber Company, a Missouri corporation (the Buyer). Capitalized terms are defined in Article 1.
RECITALS
A. The Buyer desires to purchase the Purchased
_____________
Huttig Building Products Inc – Fane Britt & Browne LLP
1000 Walnut Street, Suite 1400
Kansas City, MO 64106
Telephone: (816) 292-8110
Fax: (816) 474-3216
Attention: Michael L. McCann, Esq.
If to Huttig:
Huttig Building Products Inc .
555 Maryville University Dr., Suite 240
St. Louis, MO 63141
Fax number (314)216-8793
Attention: Nick H. Varsam, Vice President General Counsel
30
With copies to:
Bryan Cave
_____________
HUTTIG BUILDING PRODUCTS, INC – Parties hereto has caused this Agreement to be executed as of the date first above written.
BUYER
McCRAY LUMBER COMPANY
By:
/S/ CHANDLER MCCRAY
Name:
Chandler McCray
Title:
President
HUTTIG
HUTTIG BUILDING PRODUCTS, INC .
By:
/S/ JON P. VRABELY
Name:
Jon P. Vrabely
Title:
Vice President
33
TABLE OF SCHEDULES AND EXHIBITS
Exhibit A
List of Employees
Exhibit B
List of Facilities
Exhibit
_____________
dt 1373657
;
|
Bryan Cave
As referenced in this Asset Purchase and Sale Agreement:
Bryan Cave – set forth on the Closing Statement (the Purchase Price).
2.6 Closing. The Closing shall take place at 9:00 a.m. on the Closing Date at the offices of Bryan Cave LLP, in Kansas City, Missouri, or on such other date (which shall in any event be within 5 Business Days from the satisfaction or waiver of all applicable conditions
_____________
Bryan Cave – Building Products Inc.
555 Maryville University Dr., Suite 240
St. Louis, MO 63141
Fax number (314)216-8793
Attention: Nick H. Varsam, Vice President General Counsel
30
With copies to:
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314) 259-2000
Fax: (314) 259-2020
Attention: John M. Welge, Esq.
10.2 Termination.
_____________
dt 1054576
|
| Preview
Subscribers | 2004 |
Asset Purchase and Sale Agreement
Asset Purchase and Sale Agreement (199K)
Doc #381512: Click preview link for longer preview.
ASSET PURCHASE AND SALE AGREEMENT
by and between
HUTTIG BUILDING PRODUCTS, INC., as Seller
AND
WOODGRAIN MILLWORK, INC., as Buyer
July 29, 2004
TABLE OF CONTENTS
Page
ARTICLE 1.
DEFINITIONS
1
1.1
Definitions
1
1.2
Additional Definitions
7
1.3
. . .
381512
|
Huttig Building
As referenced in this Asset Purchase and Sale Agreement:
HUTTIG BUILDING PRODUCTS, INC – 29, 2004
EX-10.1 2 dex101.htm ASSET PURCHASE AND SALE AGREEMENT DATED JULY 29, 2004
Exhibit 10.1
EXECUTION COPY
ASSET PURCHASE AND SALE AGREEMENT
by and between
HUTTIG BUILDING PRODUCTS, INC ., as Seller
AND
WOODGRAIN MILLWORK, INC., as Buyer
July 29, 2004
TABLE OF CONTENTS
Page
ARTICLE 1.
DEFINITIONS
1
1.1
Definitions
1
1.2
Additional Definitions
7
1.
_____________
HUTTIG BUILDING PRODUCTS, INC – xi-
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT (this Agreement) is made and entered into as of the 29th day of July, 2004, by and between HUTTIG BUILDING PRODUCTS, INC ., a Delaware corporation (the Seller), and WOODGRAIN MILLWORK, INC., an Oregon corporation (the Buyer). Seller and Buyer are sometimes referred to individually herein as a Party, and collectively, as
_____________
Huttig Building Products Inc – 52-
with a copy to:
Stoel Rives LLP
Attention: Paul M. Boyd, Esq.
101 S. Capitol Blvd., Suite 1900
Boise, Idaho 83702
Fax number 208/389-9040
If to Seller:
Huttig Building Products Inc .
Attention: Nick H. Varsam, Vice President General
Counsel
555 Maryville University Dr., Suite 240
St. Louis, MO 63141
Fax number 314/216-8793
with a copy to:
Bryan Cave
_____________
HUTTIG BUILDING PRODUCTS, INC – of the essence.
[SIGNATURE PAGE FOLLOWS]
-56-
IN WITNESS WHEREOF, the Parties have executed this Asset Purchase and Sale Agreement as of the day and year first above written.
Seller:
HUTTIG BUILDING PRODUCTS, INC .
By:
Print Name:
Title:
Buyer:
WOODGRAIN MILL WORK, INC.
By:
Print Name:
Title:
-57-
Exhibit A
(To Asset Purchase and Sale Agreement)
BILL OF SALE
Reference is hereby made
_____________
HUTTIG BUILDING PRODUCTS, INC – and Sale Agreement)
BILL OF SALE
Reference is hereby made to that certain Asset Purchase and Sale Agreement (Asset Purchase Agreement), dated as of July 29, 2004, by and between HUTTIG BUILDING PRODUCTS, INC ., a Delaware corporation (Seller), and WOODGRAIN MILLWORK, INC., an Oregon corporation (Buyer). Capitalized terms, unless otherwise defined herein, shall have the meanings given such terms in the Asset Purchase
_____________
dt 1373658
;
|
Stoel Rives
As referenced in this Asset Purchase and Sale Agreement:
Stoel Rives – Inc.
Attention: Steven J. Atkinson, Chief Financial Officer
300 N.W. 16th Street
P.O. Box 566
Fruitland, Idaho 83619
Fax number 208/452-3029
-52-
with a copy to:
Stoel Rives LLP
Attention: Paul M. Boyd, Esq.
101 S. Capitol Blvd., Suite 1900
Boise, Idaho 83702
Fax number 208/389-9040
If to Seller:
Huttig Building Products Inc.
Attention: Nick H.
_____________
dt 1042764
|
| Preview
Subscribers | 2005 |
Purchase and Sale Agreement
Purchase and Sale Agreement (363K)
Doc #1056950: Click preview link for longer preview.
WWW.EXFILE.COM, INC. -- 13510 -- SCHNITZER STEEL INDUSTRIES, INC. -- EXHIBIT 10.1 TO FORM 8-K
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
EFFECTIVE DATE:
May 4, 2005
BETWEEN:
Schnitzer Investment Corp., an Oregon
corporation
( Seller )
AND:
Schnitzer Steel Industries, Inc., an Oregon
corporation
( Buyer )
Recitals:
A. Seller owns
(i) the real property located in the City of Portland, Multnomah County, Oregon
legally described on the attached . . .
1056950
|
GE
As referenced in this Purchase and Sale Agreement:
General Electric Co. – Jean Feinstein, Time
Oil Co., Port of Portland, Schnitzer Investment Corp., Jefferson Smurfit
Corporation (U.S.) formerly known as Container Corporation of America,
Joseph T. Ryerson & Son, Inc., Portland General Electric Co. , Ro-mar
Realty of Oregon, Oregon Steel Mille, T & 0 Trucking, Lampros
Properties, Camrose Pipe Corporation Inc., LLC,
(Affects the use of Time Oil
Road)
41.
ADDED
New
_____________
,General Electric
Co. – Time Oil Co., Schnitzer Investment Corp., Port of
Portland, Oregon Steel Mills, Neil D. & Sharon Jean Feinstein, Joseph
T. Ryerson & Son, Inc. Ro-mar Realty of Oregon, Inc.,General Electric
Co. , T & G Trucking, Jefferson Smurfit Corporation (U.S.), Lampros
Properties, LLC, Camrose Pipe Corporation
(Continued)
-8-
The Lot 2 Permitted Exceptions
-9-
SCHEDULE B - SECTION 2
Order No.
_____________
General Electric Co. – Jean Feinstein, Time
Oil Co., Port of Portland, Schnitzer Investment Corp., Jefferson Smurfit
Corporation (U.S.) formerly known as Container Corporation of America,
Joseph T. Ryerson & Son, Inc., Portland General Electric Co. , Ro-mar
Realty of Oregon, Oregon Steel Mille, T & G Trucking, Lampros
Properties, Camrose Pipe Corporation
(Affects the use of Time Oil
Road)
39.
ADDED
New Time Oil
_____________
General
Electric Co. – Oil Co., Schnitzer Investment Corp., Port of
Portland, Oregon Steel Mills, Neil D. & Sharon Jean Feinstein, Joseph
T. Ryerson & Son, Inc. Ro-mar Realty of Oregon, Inc., Portland General
Electric Co. , T & G Trucking, Jefferson Smurfit Corporation (U.S.),
Lampros Properties, LLC, Camrose Pipe Corporation
END OF REPORT
JMF/grs
March 31, 2005
-15-
The Lot 17 Permitted Exceptions
-
_____________
General Electric Co. – Jean Feinstein, Time
Oil Co., Port of Portland, Schnitzer Investment Corp., Jefferson Smurfit
Corporation (U.S.) formerly known as Container Corporation of America,
Joseph T. Ryerson & Son, Inc., Portland General Electric Co. , Ro-Mar
Realty of Oregon, Inc., Oregon Steel Mille, T & O Trucking, Lampros
Properties, LLC and Camrose Pipe Corporation
(Continued)
-19-
Order No: 249133
SPECIAL EXCEPTIONS (Continued)
28.
_____________
dt 1515493
;
Northwest Pipe
As referenced in this Purchase and Sale Agreement:
Northwest Pipe Co. – chord bears North 8015 17 West, 165.40 feet) to the most Northerly
Southwest corner of said Lot 1, said corner being coincident with the most
Southerly corner of the Northwest Pipe Co. tract described in Recorder s Fee No.
98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the
_____________
Northwest Pipe Co. – 98090513, said Deed Records, said corner also being on the arc of a tangent
332.50 foot radius compound curve to the right; thence along the Westerly line
of said Northwest Pipe Co. tract and along the arc of said curve 151.00 feet
through a central angle of 2601 12 (the long chord bears North 57 36 59 Went,
149.71
_____________
Northwest
Pipe Co. – central angle
of 1818 02 (the long chord bears North 3527 22 West, 90.96 feet); thence
North 2618 21 West, 1240.30 feet to the Northwest corner of said Northwest
Pipe Co. tract; thence along the North line thereof North 8701 13 East, 262.63
feet to the Southwest corner of Lot 2, BURGARD INDUSTRIAL PARK; thence along
said West line
_____________
Northwest Pipe Co. – chord bears
North 8015 17 West, 168.40 feet to the most Northerly Southwest corner of said
Lot 1, said corner being coincident with the most Southerly corner of the
Northwest Pipe Co. tract described in Recorder s Fee No. 98090513, said Deed
Records, said corner also being on the arc of a tangent 332.50 foot radius
compound curve to the
_____________
Northwest
Pipe Co. – 98090513, said Deed
Records, said corner also being on the arc of a tangent 332.50 foot radius
compound curve to the right; thence along the Westerly line of said Northwest
Pipe Co. tract and along the arc of said curve 151.00 feet through a central
angle of 2601 12 (the long chord bears North 5736 59 West, 149.71 feet)
_____________
dt 1333034
;
|
Schnitzer Steel
As referenced in this Purchase and Sale Agreement:
SCHNITZER STEEL INDUSTRIES, INC –
WWW.EXFILE.COM, INC. -- 13510 -- SCHNITZER STEEL INDUSTRIES, INC . -- EXHIBIT 10.1 TO FORM 8-K
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
EFFECTIVE DATE:
May 4, 2005
BETWEEN:
Schnitzer Investment Corp., an Oregon
corporation
( Seller )
AND:
Schnitzer
_____________
Schnitzer Steel Industries, Inc – INDUSTRIES, INC. -- EXHIBIT 10.1 TO FORM 8-K
EXHIBIT 10.1
PURCHASE AND SALE AGREEMENT
EFFECTIVE DATE:
May 4, 2005
BETWEEN:
Schnitzer Investment Corp., an Oregon
corporation
( Seller )
AND:
Schnitzer Steel Industries, Inc ., an Oregon
corporation
( Buyer )
Recitals:
A. Seller owns
(i) the real property located in the City of Portland, Multnomah County, Oregon
legally described on the attached Exhibit
A, (ii)
_____________
Schnitzer Steel Industries, Inc – Fax: (503) 471-4760
With a Copy to:
Ball Janik LLP
101 SW Main
Street,
Suite 1100
Portland,
OR 97204
Attn: Bradley S. Miller
Fax: (503) 295-1058
To Buyer:
Schnitzer Steel Industries, Inc .
3200 NW
Yeon Avenue
Portland, OR 97296
Attn: Kelly Lang
Fax: (503)
321-2648
With a Copy to:
Schnitzer Steel Industries, Inc.
3200 NW
Yeon Avenue
Portland, OR 97296
_____________
Schnitzer Steel Industries, Inc – S. Miller
Fax: (503) 295-1058
To Buyer:
Schnitzer Steel Industries, Inc.
3200 NW
Yeon Avenue
Portland, OR 97296
Attn: Kelly Lang
Fax: (503)
321-2648
With a Copy to:
Schnitzer Steel Industries, Inc .
3200 NW
Yeon Avenue
Portland, OR 97296
Attn: Ilene Davidson
Fax: (503)
299-2277
With a Copy to:
Dunn, Carney, Allen, Higgins & Tongue
851 S.W. 6th Ave.,
_____________
Schnitzer Steel Industries, Inc – have executed this Agreement on
the dates set forth below.
SELLER:
Schnitzer Investment Corp., an Oregon
corporation
By:
/s/ A. U. Pardini
Title:
V.P.
Date:
May
4, 2005
BUYER:
Schnitzer Steel Industries, Inc ., an Oregon
corporation
By:
/s/ B. A. Rosen
Title:
Vice President and Chief Financial Officer
Date:
May
4, 2005
10
EXHIBIT A
Order No: 249271
LEGAL DESCRIPTION
A
tract
_____________
dt 1412325
|
| Preview
Subscribers | 2006 |
Purchase and Sale Agreement
Purchase and Sale Agreement (109K)
Doc #2610811: Click preview link for longer preview.
PURCHASE AND SALE AGREEMENT
among
FCC ACCEPTANCE CORP.,
FIRST CONSUMER CREDIT, INC.
and
FCC INVESTMENT TRUST I
Dated as of November 2, 2006
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS
1
SECTION 1.1
General
1
SECTION 1.2
Specific Terms
2
SECTION 1.3
Certain References
9
ARTICLE II SALE OF THE REFINANCED RECEIVABLES AND . . .
2610811
|
US Home & Garden
As referenced in this Purchase and Sale Agreement:
U.S. Home – for such term in the Sourcing and Servicing Agreement.
LOI means that certain letter and term sheet, dated as of August 23, 2006, by and among First Consumer Credit Inc., U.S. Home Systems Inc., and Drawbridge Special Opportunities Advisors LLC.
Mortgage Contract means a retail installment contract substantially in the form attached hereto as Exhibit B (which form has been approved
_____________
dt 1654963
;
|
U.S. Home
As referenced in this Purchase and Sale Agreement:
U.S. Home Systems Inc – for such term in the Sourcing and Servicing Agreement.
LOI means that certain letter and term sheet, dated as of August 23, 2006, by and among First Consumer Credit Inc., U.S. Home Systems Inc ., and Drawbridge Special Opportunities Advisors LLC.
Mortgage Contract means a retail installment contract substantially in the form attached hereto as Exhibit B (which form has been approved by Purchaser)
_____________
dt 1627284
|