BILL OFSALE
EX-10.3 4 usdry_8ka-ex1003.htm BILL OF SALE usdry_8ka-ex1003.htm
Bagging Stand
Exhibit 10.3
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
That on this 21st day of June, 2008, ROBINSON CORP., a Hawaii corporation ("Seller"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration to Seller paid by ENIVEL, INC., a Hawaii corporation ("Buyer"), whose business address is 1930 Auiki Street, Honolulu, HI 96819, the receipt of which is hereby acknowledged, does hereby grant, assign, sell, transfer, convey, and deliver unto Buyer all of Seller's exclusive use, right, title, and interest in and to all of the personal property described in Exhibit 1 hereto, hereinafter collectively referred to as the "Personalty."
TO HAVE AND TO HOLD the same unto Buyer, absolutely and forever.
AND Seller does hereby covenant with Buyer that Seller is the lawful owner of the Personalty; except with respect to the liens set forth on Exhibit 2 hereto and as otherwise disclosed the Personalty is free and clear of any and all liens and encumbrances made or suffered by Seller; Seller has good and lawful right to sell and convey the Personalty; and Seller shall WARRANT and DEFEND the same unto Buyer and its successors and assigns against the lawful claims and demands of all persons claiming by, through or under Seller.
AND Buyer hereby acknowledges that, subject to Seller's representation and warranty that the Personalty that is material to the business operations of Seller is in good working condition as of the date herefor, the Personalty is being conveyed in "AS IS," "WHERE IS" and "AS-BUILT" condition and "WITH ALL FAULTS" as of the date hereof. Buyer further acknowledges that all warranties and representations, whether expressed or implied, with respect to the Personalty by Seller or any person on behalf of Seller as to the condition, state of repair, operating order, safety, structural soundness or fitness thereof for any particular purposes, are hereby expressly disclaimed. Buyer hereby acknowledges and agrees that it has relied solely upon the inspections and examinations conducted by Buyer and its agents as to the condition of the Personalty. Buyer does hereby release Seller, and its members, managers, employees, agents, attorneys and accountants from any and all claims, liabilities, costs, court costs, and expenses arising out of or connected with the condition of the Personalty, including, but not limited to reasonable attorneys' fees. Buyer agrees and understands that the risk of loss shall pass from Seller to Buyer on the date of this Bill of Sale and the payment of the consideration by Buyer to Seller.
AND in the event of any dispute or litigation between the parties relating to this instrument, the prevailing party shall be entitled to recover, in addition to any judgment or order rendered therein, all costs and expenses of dispute or litigation, including reasonable attorneys' fees. This agreement shall be controlled, construed and enforced in accordance with the laws of the State of Hawaii, without regard to any choice of law provisions.
The parties hereto agree that this instrument may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall together constitute one and the same agreement, binding all of the parties hereto. For all purposes, including, without limitation, recordation, filing and delivery of this instrument, duplicate unexecuted and unacknowledged pages of the counterparts may be discarded and the remaining pages assembled as one document.
[THIS LEFT INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS.]
Dated as of the Effective Date.
ROBINSON CORP., a Hawaii corporation
By: /s/ Thurston John Robinson
Name: THURSTON JOHN ROBINSON
Title: President
(Seller)
ENIVEL, INC., a Hawaii corporation
By: /s/ Michael E. Drace
Name: Michael E.Deace
Title: President
Name: Title: |
(Buyer)
EXHIBIT "I" PERSONALTY
Vehicles: | ||
Year Model | License | Vin# |
1999 GMC Savana | 667TPD | 1GTHG39R7X1094433 |
2002 Ford Van | 989TPY | 1FTS534L32HB81236 |
2. Personal Property: See Addendum A
3. Equipment/Machinery: See Addendum B
4. Sewing Equipment:
Plant: | |
Straight Stitch | Singer #191 0300 AA |
Blind Hemmer | Consew 817 |
Serger | Singer Merittlock |
Button Machine, Chandler | Class 485P, S/N 7296 |
Kahala: | |
Straight Stitch | Liebersew ZJ 8500N |
Blind Hemmer | Liebersew CM #602 |
Serger | Juki Garnet Line MO-6440 |
5. Office Computers:
CPU: | Compaq Presario |
Monitor: | Compaq MV540 |
Printer: | LexMark Optra E312 Laser |
Backup: | APC 350 |
CPU: | Compaq Presario, Model #SR 1830N |
Monitor: | HP VX17 |
Printer: | HP Laser Jet 1020 |
Backup | APC 400 |
CPU: | No Name - Rebuilt CPU |
Monitor: | KDS USA |
Printer: | HP Laser jet 1020 |
Backup: | APC 300 |
CPU: | Premio |
Monitor: | Compaq V70 |
Printer: | HP Desk Jet 630 C |
6. Additional Store Equipment:
Assorted Cash Registers, Faxes, Phones, Verifones, Backups Calculators, Vacuums, Banners (See Addendum B)
7. Hanging Goods (all locations)
ADDENDUM A
Personal Property
Office:
Desk - No Miller
1 Swivel Chair
1 Wooden Work Station Roller Cart
1 Wooden Cabinet
3 Office Chairs
1 Mannequin
1 Supply Closet with Assorted Inventory for Plant and Store
3 Boxes of Employee Uniform Shirts
1 Paper Shredder
1 Calculator
1 Fax
1 Framed "Gary Reed" Picture
1 Toshiba Copier 2860 (not working)
PLUS previously listed computer.
Jack's Office:
1 Swivel Chair
3 File Cabinets
Theresa's Office:
1 | Desk – Normal Miller |
Swivel Chair | |
Office Chairs | |
1 | Credenza |
File Cabinet | |
Wooden Table w/wheels | |
1 | Metal Table w/wheels |
Framed Gary Reed Picture | |
1 | Fan |
PLUS previously listed computers.
Accounting Assistant:
2 Desks
2 Chairs
2 File Cabinets
1 Foldable Table
1 Bookshelf
Copier - - Brother
1 Typewriter
1 Fan
1 Safe
1 Cash Register
1 Stereo
1 Framed Gary Reed Picture
PLUS previously listed computer
Alcove under Staircase:
Plant Supplies Tickets
Misc. Storage Vinyl Banners
Misc. advertising items, posters, easels, etc.
Caesars Assembly-Mezzanine:
1 Assembly Cart
1 Wooden Shelf
1 Metal Shelving
2 Bagging Stands
1 Safe
Lunchroom:
1 Metal Lockers
1 Stove
1 Refrigerator
Dishwasher
2 Microwaves
1 Assortment of Pots, Pans, Dishes, Cups, Silverware,
5 Tables
28 Chairs
1 Roll Cart
1 TV w/VCR
Plant:
1 Wooden table work area
1 Desk/Cabinet
50 Rolling Carts ( Lg 7; med 4; Sm 33; Sm Metal 6)
8 Rolling Racks - Singles
I Rolling Rack - Double
4 Pants Rolling Racks
Outside Carpeted Area:
1 Picnic Table
Sorting Table
1 Wooden Cabinet
2 Stackable Dryers
Kabala Mall: Framed Pictures 1 Mannequin |
1 Assembly Stand 1 Bagging Stand 1 Chair Metal File Cabinet |
$3.93 Assembly Area:
1 Wooden Cabinet/Table Top
1 Wooden $3.93 Assembly Stand
1 Extra Long Pressing Board for Wedding Gowns
Downstairs Storage Room:
Misc old equipment for parts
2 Vacuums
Sewing Room:Iron
1 Ironing Board
Wooden table — built in
2 Chairs
Upstairs Storage Room — Accountant Side:
Theonics Computers
Extra DCCS Computer & Stations
Extra Store Set Up (from closed store)
Accountants Office:
1 File Cabinet
2 Tables
Common Area:
Misc. Used Copiers/Office Equipment
Storage
Production Manager's Office:
Chair
Wooden Built in Table Top File Cabinet
Wooden Cabinets
Staircase Landing:
Misc. Used Equipment
STORES:
1 Fax
2 Verifones
2 Phones
1 Vacuum
1 Safe
1 Timeclock
2 Calculators
9 Rolling Carts (Lg 2; Med I; Sm 6)
PLUS already listed computers and sewing machines
Kailua:
1 Floral Display Vase
| Assembly Stand |
I Vacuum
1 Verifone
Timeclock 1Fax
Safe
6 Rolling Carts (Lg 1; Med 2; Sm 3)
1 Banner Stand plus Banners
2 Phones
1 Answering Machine
Pearl Highlands:
1 Floral Display Box
2 Canvas Mounted Pictures
1 Assembly Stand
1 Bagging Stand
I Vacuum
1 Fax
1 Verifone
1 Wooden Desk
1 Metal file cabinet
Timeclock
I Banner Stand plus Banners
2 Phones
Answering Machine
10 Rolling Carts (Lg 1; Med 5: Sm 4)
Ward:
2 Mannequins
Interior Decorations & Pictures
I Assembly Stand
1 Bagging Stand
1 Fax
1 Verifone
Vacuum
Safe
Timeclock Plastic Table
2 Plastic Chairs
1 Banner Stand plus Banners
2 Phones
1 Answering Machine
8 Rolling Carts (Lg 3; Med 2; SIT' 1; Metal 2)
Ward's Upstairs Storage Room:
Purged Clothing 1 year and older — all stores
ADDENDUM B
EQUIPMENT/MACHINERY:
Age | Quantity | Description |
-8 | 2 | Multimatic SS660 |
-3 | 1 | Multimatic SL 75Y |
10+ | Dispat U-Veyor | |
10+ | 3 | White X-Pressoveyor |
-10/10+ | 4 | Rema Vacuums |
10+ | 1 | Imas Steam Tunnel Model 300 |
10+ | 3 | Water Circulating Pumps for DC Cooling System |
-5 | Bradford White Hot Water Heater Magnum Series | |
10+ | 1 | UniMac Washer Extractor 85# |
10+ | 3 | UniMac Washer Extractor 50# |
*Note 1 50# washer motor not in operation - not currently being used. | ||
LAUNDRY: | ||
10+ | 1 | Pressure Water Pump System w/tank for water spray guns |
10+ | 2 | Pressure Water Pumps for washing water supply. |
-10 | 1 | Single Back Shirt Unit - Forenta w/vacuum |
-10 | Unipress Automatic Sleever | |
-10 | 1 | Forenta Collar and Cuff Unit |
-10 | 1 | Kirkland Home Washing Machine |
-10 | Cissell Ironing Board w/Iron | |
10+ | 2 | Forenta Legger Presser |
-10 | Forenta Topper Pressers |
10+ | I | Ajax Topper Presser |
Age | Quantity | Description |
-2 | 4 | 1P S 0 754 Dryers |
N/A | | Huebusch 75# Dryers REPLACED BY IPSO |
10± | | WhiteCustom Conveyor- (continuous running) |
10+ | 3 | UniMac Model UW50P4 + 1 not working |
-3/5+ | 2 | Daewood "Bubble Washers" |
10+ | 1 | SS Three Compartment Sinks |
10+ | 4 | Steel Water Storage Tanks |
COMPRESSORS:
10+ | 2 | Ingersol-Rand Model 30T |
Quincy lop |
ROOF:
-10 | 1 | Chiller, Dual |
10+ | 3 | Air Blowers |
10+ | 2 | Exhaust Fans |
-10/10+ | 3 | Water Towers (revised #) |
PRODUCTION FLOOR
Age | Quantity | Description |
Assembly Rail System | ||
10+ | 2 | Ajax Leggers DC 446C |
10+ | 2 | Forenta Toppers BP |
10+ | 3 | Ajax AOU45 W/Irons |
Age | Quantity | Description |
10+ | 1 | Ajax DC 18 |
10+ | 2 | Hoffman Model X |
-3 | 3 | Forenta Airfonn w/iron finishers |
5 - 10 | 4 | Cindy Lous |
5 | Various Puff Inors (2 sets) | |
DRAPERY | ||
Age | Quantity | Description |
10+ | 1 | Ajax 120" Drapery Flass Press |
10+ | Perfect Pleat Pleater | |
10+ | Puff | |
ALTERATIONS: | ||
Age | Quantity | Description |
10+ | 1 | Singer, Model 191 0300 AA, Straight Stitch |
-5 | 1 | Liebersew ZJ 8500N, S/N 021002122, 16X231, Straight Stitch |
10+ | 1 | Consew, 817, Blind Hemmer |
-5 | 1 | Liebersew CM#-602, 251 LG, Blind Hemmer Merittlock, 14 U44, Serger |
10+ | 1 | Juki Garnet Line MO-6440, Serger |
Chandler, Class 485P, S/N 7296, Button Sewer | ||
BOILER ROOM: | ||
Age | Quantity | Description |
| ||
10+ | 2 | Lattner 20 HRT |
-2/10+ | 2 | Condensate/make up Storage tank system |
1+ | Water Vaporizor Tank |
End of Exhibit I
EXHIBIT "2"
LIENS
Equipment Leases:
I) | Lease #1 — Payment $1,437 per month |
2) | Lease #2 — Payment $642 per month |
3) | Lease #3 — Payment $1,310 per month 4) Lease #4 — Payment $277 per month |
End of Exhibit 2