ASSET PURCHASE AGREEMENT
BETWEEN M.H.T., INC.
AND J.S. TRANSPORTATION, INC.
This Asset Purchase Agreement, made this ____ day of March, 2000, by
and between M.H.T., Inc. ("Seller"), having an address of 000 Xxxxx Xxxxxxx,
Xxxxx Xxxxx, Xxx Xxxxxx 00000, J.S. Transportation, Inc. ("Buyer"), having an
address of 00 Xxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, XX and New York Regional Rail
Corporation 0000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 ("NYRR").
WITTNESSETH:
WHEREAS, Seller desires to sell to the Buyer and the Buyer desires to
Purchase from the Seller all of the assets of the Seller subject to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Sale of Assets. Seller shall, by good and sufficient bills of sale
and instruments of assignment, transfer, assign, convey and set over unto Buyer
with no retained interest, and the Buyer shall purchase from the Seller, free
and clear of any and all liens, liabilities and encumbrances, except as
hereinafter agreed, all tangible and intangible assets and properties of the
Seller, including but not limited to Seller's customer list, wherever located,
including without limitation those assets set forth on Schedule "A" appended
hereto.
2. Consideration. As consideration for the purchase of the Assets
Buyer shall transfer to Seller 200,000 shares of the class A common stock of New
York Regional Rail Corporation.
3.Assumption of Liabilities. As further consideration for the purchase
of Assets by Buyer from Seller, Seller hereby agrees to assume on behalf of
Seller, the liability of Seller emanating from certain financial obligations
more particularly described in Schedule "B" appended hereto. The liabilities
assumed by Buyer are in the approximate sum of $150,000. Buyer agrees to pay
such obligations in a timely fashion.
3. Representations, Warranties and Covenants of Seller.
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Seller represents, warrants and covenants to Buyer that:
(a) Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of New Jersey
has full corporate power and authority to carry on its business as it is now
being conducted and to own and operate the properties and assets now owned or
operated by it; is duly qualified to do business and is in good standing in each
jurisdiction where, in the good faith judgment of the management of Seller , the
conduct of its business or the ownership of its property and assets requires
such qualification.
(b) Seller has full power and authority and
has or will obtain all approvals necessary for him to enter into this
Agreement and to transfer the Assets to Buyer upon the terms and conditions set
forth herein and to vest good and marketable title to the Assets in Buyer and
upon the sale and delivery of the Assets on the Closing Date good and except as
otherwise set forth herein marketable title thereof, free and clear of any
pledges, claims, liens, assessments, encumbrances or restrictions of any nature
whatsoever, shall pass to and vest in Buyer.
(c) Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby in
the manner herein provided will:
(i) contravene any provision of the
Articles of Incorporation or By-Laws of Seller ;
(ii) violate, be in conflict with,
constitute a default under, cause the acceleration of any payments pursuant to
or otherwise impair the good standing, validity and effectiveness of any
agreement, contract, indenture, lease or mortgage, or subject any properties or
assets of Seller to any indenture, mortgage, contract, commitment or agreement
other than the present Agreement) to which Seller is a party or to which Seller
is subject; or
(iii) violate any provision of law, rule,
regulation, order, permit or license to which Seller is subject or pursuant to
which Seller conducts its business.
(d) Seller represents that the only
obligations of it are those identified in the schedule appended hereto as
Exhibit "B".
4. Warranties. Seller warrants that the Assets are in good working
order and fit for their intended purpose.
5. Binding Effect. This Agreement shall inure to the benefit of, and
is binding upon the heirs, legatees, personal representatives, successors and
assigns of the parties hereto.
6. Survival of Representations, Warranties and Covenants.
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(a) All representations, warranties and
covenants made by the Parties in this Agreement or pursuant hereto shall
survive the Closing hereunder notwithstanding any investigation made by or on
behalf of either party prior to or after the Closing.
(b) All representations, warranties and
covenants made by the Buyer in this Agreement or pursuant hereto shall survive
the Closing hereunder notwithstanding any investigation made by or on behalf of
the Seller prior to or after the Closing.
7.The Closing.
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(a) The Closing Date shall be selected by
the Buyer and shall occur no later than the ____ day of March, 2000
(b) The Closing shall be held at the offices of
Xxxxxxx Xxxxxx & Xxxxx, P.C. 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxxx,
Xxx Xxxxxx.
8.Brokerage; Expenses.
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The Seller and the Buyer represent, warrant and covenant that
all negotiations relative to this Agreement have been carried on by them
directly without the intervention of any other person and Seller will indemnify
Buyer and hold it harmless against and in respect of any claim for brokerage or
other fees or commissions relative to this Agreement or the transactions
contemplated hereby. The Buyer agrees similarly to indemnify the Seller as to
any such claims made by any person, firm or corporation claiming through Buyer.
Except as otherwise expressly provided in this Agreement, Seller and the Buyer
agree to bear their respective expenses individually, each in respect of all
expenses of any character incurred by it in connection with this Agreement or
the transactions contemplated hereby.
9.Contents of Agreement.
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This Agreement sets forth the entire understanding of the
parties hereto with respect to the transactions contemplated hereby and shall
not be amended or terminated except by written instrument duly executed by each
of the parties hereto. Any and all previous agreements or understandings between
the parties regarding the subject matter hereof are superseded in their entirety
by this Agreement.
10.Binding Effect and Assignees.
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All terms and provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by each of the parties and
their respective heirs, personal representatives, successors and assigns.
Neither Buyer not Seller shall assign their respective rights nor delegate their
respective obligations hereunder to any person without the prior written consent
of the other party hereto.
11.Notices.
All notices, requests, demands, waivers, consents, approvals,
or other communications which are required or permitted hereunder shall be in
writing and delivered personally or by register or certified mail, postage
prepaid, as follows:
If to Buyer:
W. Xxxxxx Xxxxxxx, Director
J.S. Transportation, Inc.
00 Xxxxxxxx Xxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
With a copy to:
W. Xxxxxx Xxxxxxx, President
New York Regional Rail Corporation
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
If to Seller:
Xxxxxxx Xxxxxx
000 Xxxxx Xxxxxxx
Xx. Xxxxx, Xxx Xxxxxx 00000
12. New Jersey Law to Govern.
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This Agreement shall be governed as to its validity,
interpretation and effect by the laws of New Jersey.
13. Section Headings.
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All section headings herein have been inserted for convenience
of reference only and shall in no way modify or restrict any of the terms or
provisions hereof.
14.Exhibits.
All Exhibits referred to in this Agreement are intended to be
and are hereby specifically incorporated by reference herein.
15.Further Actions and Assurances.
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The parties hereto shall execute and deliver such additional
documents and shall cause such further and additional action to be taken, either
before or after the Closing Date, which may be required or, in the judgment of
Buyer, necessary or desirable to effect or evidence the provisions of this
Agreement and the transactions contemplated hereby.
16.Covenant Not To Compete.
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Seller agrees that he shall not directly or indirectly engage
in any conduct that is in competition with Buyer. Specifically, Seller may not
transport any "Construction & Demolition" or garbage in the States of New
Jersey, Pennsylvania, Maryland, Delaware, Virginia and New York. This covenant
shall exist for a period of five years from the date of this agreement.
17. Time. Time is of the essence of this Agreement and each and all of
its provisions.
18.Counterparts.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of such counterparts together
shall constitute but one and the same instrument. It shall not be necessary in
making proof of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts.
In witness whereof, the parties hereto have executed this Asset
Purchase Agreement as of the date written below.
M.H.T., Inc., Seller
Dated: _______ ______________________________
Xxxxxxx Xxxxxx, President
J. S. Transportation, Inc., Buyer
Dated: _______ ______________________________
Xxxx Xxxx, General Manager
New York Regional Rail Corp.
Dated:_____ ________________________________
W. Xxxxxx Xxxxxxx, President
