FIFTHAMENDMENT TO THEASSET PURCHASE AGREEMENT Dated May15, 2009 among RCLC,Inc. (formally known as RONSON CORPORATION), a NewJersey corporation, and RONSONAVIATION, INC., a NewJersey corporation, SELLER, HAWTHORNETTN HOLDINGS, LLC aDelaware Limited Liability Company, BUYER. Sale byRCLC, Inc. (formally known as Ronson Corporation) of Certainofthe Assets and theBusiness of its Wholly Owned Subsidiary, RonsonAviation, Inc. to HawthorneTTN Holdings, LLC
EX-10.23 3 ex10-23.htm EXHIBIT 10.23 ex10-23.htm
Exhibit 10.23
FIFTH AMENDMENT
TO THE ASSET PURCHASE AGREEMENT
Dated May 15, 2009
among
RCLC, Inc. (formally known as RONSON CORPORATION),
a New Jersey corporation,
and
RONSON AVIATION, INC.,
a New Jersey corporation,
SELLER,
HAWTHORNE TTN HOLDINGS, LLC
a Delaware Limited Liability Company,
BUYER.
Sale by RCLC, Inc. (formally known as Ronson Corporation) of
Certain of the Assets and
the Business of its Wholly Owned Subsidiary,
Ronson Aviation, Inc. to
Hawthorne TTN Holdings, LLC
WHEREAS, RCLC, Inc. (formally known as RONSON CORPORATION), a New Jersey corporation (“Parent”), and RONSON AVIATION, INC., a New Jersey Corporation (“Aviation”) (Parent and Aviation hereinafter referred to together as “Seller”), and Hawthorne TTN Holdings, LLC, a Delaware limited liability company (“Buyer”) entered into that certain ASSET PURCHASE AGREEMENT (“APA”) dated May 15, 2009; and
WHEREAS, Seller and Buyer entered into the First Amendment to the Asset Purchase Agreement on or about October 15, 2009 extending the Closing Date to on or before December 31, 2009; and
WHEREAS, Seller and Buyer entered into the Second Amendment of the Asset Purchase Agreement extending the Closing date to March 5, 2010; and
WHEREAS, Seller and Buyer entered into the Third Amendment of the Asset Purchase Agreement extending the Closing Date to March 26, 2010; and
WHEREAS, Seller and Buyer entered into the Fourth Amendment of the Asset Purchase Agreement, which among other things, extended the Closing Date to March 31, 2010; and
WHEREAS, Sell and Buyer wish to further extend the closing date to April 14, 2010; and
NOW THEREFORE, the parties hereby agree as follows:
| | 1. | Section 3 of the APA is amended to provide that the Closing Date shall be on or before April 14, 2010. |
| | 2. | Section 19 of the APA is amended to eliminate the provision that Seller shall reimburse Buyer a sum not to exceed $150,000 for its actual accounting, environmental and legal fees if Seller terminates the APA pursuant to that provision. |
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written.
| RCLC, Inc. (formally known as RONSON | ||
| CORPORATION) | ||
| BY: | /s/ Joel Getzler | |
| Joel Getzler | ||
| Chief Reconstruction Officer |
Dated:
| RONSON AVIATION, INC. | ||
| BY: | /s/ Joel Getzler | |
| Joel Getzler | ||
| Chief Reconstruction Officer | ||
| Dated: | ||
| HAWTHORNE TTN HOLDINGS, LLC | ||
| BY: | /s/ Steven Levesque | |
| Steven Levesque | ||
| President, Hawthorne Corp., | ||
| Managing Member | ||
| Dated: |
