(10.77) Xxxx of Sale, Assignment and Assumption Agreement
between Aero Services International, Inc. and Xxxxx XX
Aviation, Inc. dated May 7, 1996.
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT is
made and entered into pursuant to the terms of that certain
Asset Purchase Agreement (the "Agreement"), dated May 7, 1996,
by and between Aero Services International, Inc., a Louisiana
corporation ("Seller"), and Xxxxx XX Aviation, Inc., a Louisiana
corporation ("Purchaser"). Capitalized terms used herein, but
not otherwise defined herein, shall have the meanings ascribed
to such terms in the Agreement.
1. For good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Seller does hereby
sell, transfer, assign, and deliver to Purchaser, its successors
and assigns, on the terms and subject to the conditions set
forth in the Agreement, all of Seller's rights, title and
interest in and to the Purchased Assets, including fuel and oil
inventory.
2. Purchaser does hereby accept the foregoing sale,
transfer and assignment of all Seller's rights, title and
interest in and to the Purchased Assets and the fuel and oil
inventory, and does hereby assume and agree to pay, perform and
discharge, when lawfully due, the Assumed Obligations.
Each of Seller and Purchaser hereby covenants that, from
time to time, after delivery of this instrument, at the other's
request and without further consideration, such party shall do,
execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, any and all such further acts,
instruments and other things or writings reasonably requested by
the other party in order to evidence and effectuate the
consummation of any of the transactions contemplated by this
Xxxx of Sale, Assignment and Assumption Agreement or by the
Agreement.
IN WITNESS WHEREOF, each of Seller and Purchaser has caused
this Xxxx of Sale, Assignment and Assumption Agreement to be
executed on its behalf this 7th day of May, 1996.
SELLER:
AERO SERVICES INTERNATIONAL, INC.
By: X. X. Xxxxx
Name: X. X. Xxxxx
Title: Chairman, CEO
PURCHASER:
XXXXX XX AVIATION, INC.
By: Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
