0000883979-98-000012 Sample Contracts

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AGREEMENT
Agreement • May 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • Kentucky
1.8 Disclosure Schedule. The "Disclosure Schedule" is the Disclosure Schedule dated the date of this Agreement and delivered by Seller to Purchaser.
Asset Purchase Agreement • May 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • Virginia
GENERAL BILL OF SALE AND ASSIGNMENT KNOW ALL MEN BY THESE PRESENTS: That Commercial Business Systems, Inc., a Virginia corporation, ("Company") for good and valuable consideration received from Pomeroy Computer Resources, Inc., a Delaware corporation...
Pomeroy Computer Resources Inc • May 6th, 1998 • Wholesale-computers & peripheral equipment & software

That Commercial Business Systems, Inc., a Virginia corporation, ("Company") for good and valuable consideration received from Pomeroy Computer Resources, Inc., a Delaware corporation ("Purchaser"), does hereby, in accordance with the terms and conditions of the Asset Purchase Agreement, dated March ___, 1998 (the "Agreement"), by and between Company and Purchaser, sell, assign, transfer, convey, deliver and confirm to Purchaser, its successors and assigns, or its nominee, those certain assets of Company ("Purchased Assets") described in the Agreement as the Purchased Assets, relating to Company's Business, which Purchased Assets shall include without limitation:

AGREEMENT
Agreement • May 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software • Kentucky
March ___, 1998
Pomeroy Computer Resources Inc • May 6th, 1998 • Wholesale-computers & peripheral equipment & software

Reference is made to that certain Asset Purchase Agreement dated March __, 1998, and an Assignment and Assumption Agreement of even date herewith pursuant to which the undersigned, COMMERCIAL BUSINESS SYSTEMS, INC. (_Seller_) sold, assigned, transferred and conveyed to POMEROY COMPUTER RESOURCES, INC. (_Pomeroy_) to the extent permitted, its interest in certain contracts as set forth on Exhibit _A_ attached to said Assignment and Assumption Agreement. Pursuant to such Assignment and Assumption Agreement, Seller agreed to take additional action to carry out the terms of the Asset Purchase Agreement to enable Pomeroy to perform the obligations of Seller under these contracts and to allow Pomeroy to enforce Seller's rights under these contracts.

R E C I T A L S
Subordination Agreement • May 6th, 1998 • Pomeroy Computer Resources Inc • Wholesale-computers & peripheral equipment & software
The parties agree that the conditions set forth in Section 8.1 of the Asset Purchase Agreement relating to the Lease Agreement for the property located at 14201 Justice Road, Midlothian, Virginia 23113 shall be effectuated within 14 days of the...
Pomeroy Computer Resources Inc • May 6th, 1998 • Wholesale-computers & peripheral equipment & software

The parties agree that the conditions set forth in Section 8.1 of the Asset Purchase Agreement relating to the Lease Agreement for the property located at 14201 Justice Road, Midlothian, Virginia 23113 shall be effectuated within 14 days of the closing of this transaction.

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