Document da38GVbyNyp58ZEDo42bb10mQ

ACBEEHQII FOR PURCHASE A SALE OF CEREALE ASSETS 8XERBA TALC GWAMT* * C i U m l t corporation ("Si**") nd PAUL V. WOOD CCHPAXT a Hcvsda corporation <*Vood Co.") hereby e p e e u X. Purchase and Sale. On October 31 1963 n X M both perde eroe oc pother closing Sate, U * m (hall bey tnd flood Co. hall eli oo the temo et forth in thl pro-- at, the following utcti of Wood Co. m they eslet on the dote of the doting! . Inventore ,, _ * b. Account receivable ^ e. 6m M U d. The right to use of the nane "Peul V. Hood 2. Price. a. Hu Inventory hall be purchased at the lower of coat or suttkst. b. Account receivable ball be sold for a price equal to the face vslee of each each account. Any such account receivable not collected by Sierra within 90 day of the date of closing nay, at Sierra1 option, be reassigned to Wood Co.s and an appropriate adjuatseac hall be nede of the final purchase price a Indicated in Paragraph 3 below. Prior so ouch rcatelgmcsb, Sierra agree to use all due diligence in collecting 11 accounts reeelveble told to it wider this agrment. PLAINTIFFS EXHIBIT CAM-221 CAMC-Logiudice-001115 e. The goodwill of Wood Co. ad the exclusive tight to use tbs naae "Paul W. Wood Csnpsay" shell be sold for s total price of (hie Dollar. d. The Inventory sold heseiadex eball be abject to s physical count by Sierra ad shell include ell inventory on head in warehouse* presently leased by Wood Co. sad In transit. 3. Liabilities. Sierra shall assoc those liabilities of HOod Co. which ere listed on the attached Schedule A, subject only to such chaoses as occur in the ordinary course of business between the date shown on Schedule A end the closing. So other liabilities of Wood Co* are to be asstaed by Sierra and Wood Co. hereby expressly agrees to bold Sierra hornless against all other fixed or contingent clalna or obligations of any kind relating to the assets purchased or to the business or activities of wood Co. The note made by Wood Co. payable to Paul Wood Realty Ccapony referred to in Schedule A shall be asscsttd by Sierra but effective as of the closing the interest rate shall be changed to four per cent per year. The liabilities to be caused shall not exceed 501 of the purchase price the balance of which shall be paid in cash as hereinafter set forth. A. ftaareoantatiorns by Wood Co. Wood Co. represents and warrantsi a. So changes In its liabilities, es reflected in Schedule A, have been or will be Bade prior to the closing CAMC-Logiudice-001116 except in cfae ordinary course of business. b. No post of the note due eo the Paul W. Hood Realty Company haa been or vill be prepaid. 5. Closing, At the closing Wood Co. vill effectively transfer to Sierra* by instruments of transfer approved by Sierra's cotz&sel, good title to all the assets to be purchased* free and dear of any liens or aneoaibranoes not to be assaecd by Sierra, and Sierra vill pay to Wood Co. by cashier's or certified check, SOX of tha then estimated purchase pries* lees the liabilities expressly assumed. Ae soon as the final accounting determinations are available and any resaaigr-- nt of accounts receivable has been ssade, the appropriate additional payment (or refund) vill be Bade. The closing shall take place at Wood Co.'s offices in San Francisco at 10 A.H. on Friday, November 1, 1963 and shall be effective as of the close of business on October 31, 1963. After the closing, Wood Co vill, at Sierra's request, execute and deliver to Sierra such further doccaeats a? may be required to complete or evidence the transfer of assets. 6. Facilities. Sierra will not acquire Wood Co.'a leases or assume any obligations thereunder. It ie understood -vfc* that Sierra vill nor carry on warehousing activities aa Wood Co. has in the past, It Is Sierra's sincere and full listen* tlon to make exTangmoftata, effective after the closing* with either Wood Co. o? Paul Wood Realty Caspany to store materials indefinitely In'the existing Los Angeles and San. Francisco CAMC-Logiudice-001117 warehouses (providing charges are fully competitive and Bervlce satisfactory) and to lease necessary office space in Los Angeles end in San Francisco on a month to month baBis. The parties expect to cooperate in connection with these arrangements, hut no long term commitments are undertaken. Sierra will give either Wood Co. or Paul Wood Realty Company not less than six months' notice of Its intention to discontinue use of the warehouses. It Is expressly understood, however, that Sierra will not store In the Wood Los Angelea warehouse any Sierra Talc products. 7 Sierra Materials. Wood Co. agrees prior to the closing, to make no further purchases of Sierra materials. Materials needed to supply customers will he handled on consignment or other basis acceptable to both parties to the end that at the closing tee will be little or no inventory of Sierra materials to be purchased by Sierra. Wood Co. will not relax its efforts to sell Sierra's products, however. 8, Approvals. This agreement has been approved by the board of directors of Wood Co, At or prior to the closing Wood Co. will deliver to Sierra the opinion - 4- ' CAMC-Logiudice-001118 of its counsel that tha m ! ha been duly nod legally authorised ad that Che transfer docuawnts effectively convey to Sierra title to the purchased asseta. Weed Co. vill attach to each transfer document a certificate as provided for in $3904 of the California Corporations Code 9. Miscellaneous. a. Wood Co* will change its corporate unt and vill concent to Sierra's one of the nose, either as a corporate division, or as the wan of a subsidiary or affiliated corporation. Paul W- Wood and the Paul Wood Realty company vill cooperate with Sierra in this connec tion and vill execute contents to the use of the name by Sierra and vill if required by the California Secretory of State change the name of the Paul Wood Realty Company os of any other company owned or controlled by Paul Wood* Wood Co. end Paul V. Wood agree that they vill not use or anchorire anyone else to use the na&e Paul W. Wood Company or any substantially similar name in any buslneso competitive vith the business being acquired hersunder. Upon request Sierra's counsel will prepare any consents or certificates of saendments required in this connection. b. Paul W- Wood vill not fox a period of five years after the closing compete directly os indirectly In the State of California with the business being acquired CAMC-Logiudice-001119 hereunder. Kr. (toad agrees to serve Sierra in a advisory capacity during that period at a salary of $1 per year* c* Wood Co. cod Paul W. Wood shall use their bate , efforts to cooperate with Sierra la arranging aa orderly transfer of the basins8. in particular, every effort vlll be oade to Bake the transition satisfactory eo suppliers sad customers and to such employeec as Sierra wishes Co retain. d. Sierra shall have the right to substitute as the buyer under this agreement a subsidiary or other ooaitiee, but in that event Sierra guarantees payment of the purchase price. e. All agreements, representations and warranties contained in this agreaaeut shall survive the closing. . . At all reasonable times Wood Co. shall Bake available to Sierra for inspection its books, records, files, assets estd facilities. Ac the closing, tfood Co. will deliver to Sierra all customer lists, and all files and records necessary ox appropriate to enable Sierra to continue the business heretofore conducted by tfood Co., except the wore* housing business. Wood Co trill promptly forward to Sierra all correspondence, mail, payments and docoaests received by Wood Co* after the closing which relate to the operation of the business being acquired hereunder, end Wood Co. will assist Sierra in collecting accounts receivables and In any CAMC-Logiudice-001120 other utter relating to the operation of the basinets as ft going concern, g. it 117 of the eiftcost iaportsac suppliers of Wood Co cancels ox threatens to esacei ite relationship with Wood Co prior to the closing Sierra shall hove the option to withdraw frost this agrcme&t. IN WITNESS WHEREOP the yertieft hereto have caused this greenenc to be executed the day of October 1963. SnSSA TA1C CCKPASY PAUL W. WOOD CSPAN* CAMC-Logi udice-001121 CAMC-Logiudice-001122 SHAREHOLDERS' APPROVAL ,The undersigned as shareholders of Paul V. Wood Company (including the beneficial owners) hereby approve the foregoing Agreement for Purchase and Sale of Certain Assets. Shareholder No.of Shares GUARANTY The undersigned, PAUL W. WOOD, does expressly agree to hold Sierra harmless against any fixed or contlngent claims or obligations of any kind relating to ta purchased or the aictivities of wood Co. for amount not to exceed '100,000. This personal guarantee shall expire four years after the date of closing. except with respect to claims or obligations masserted prior to that time. CAMC-Logiudice-001124 CEHTIP1CA1E The undersigned, HEUSX R. ROLFS, hereby certifies as follows: He is the Secretary ofthe Paul V, Wood Company, a Nevada corporation. The Board of Directora of said corporation adopted the following resolution at a special meeting held October 25,1963s "RESOLVED that the officers of this corporation, or any two of them, be and they hereby are eo- powered to Bell', transfer and assign all or sub stantially all of the assets of the Paul V. Wood Company, including its inventory, accounts receivable, goodwill and the exclusiva right to use the corporate name, to the Sierra Talc Company, a California corporation, or its nominee, as of October 31, 1963, substantially in accordance with the following terms and conditional Inventory shall be sold at cost or market on date of closing, whichever la leaser;- accounts receivable shall be assigned for face value; goodwill and the exclusive right to use the corporate name shall be sold for one dollar; and Sierra Talc Company shall assume or guarantee the assumption by its nominee of certain liabilities of this coporation including the entirety of its"Indebtedness to the Paul W. Wood Realty Company, a California corporation. Said officers shall be, and they hereby are, authorized to execute any and all agreements or documents necesaary to effect the foregoing." Said resolution was approved by the owners of a majority of the shares of stock of said corporation entitled to vote thereon, and the written consent thereto of said majority vas obtained, at a duly held special meeting of the shareholders on October 25, 1963 The undereigned declares under penalty of perjury that the foregoing is true and correct. Paul V. Wood Company, a''Nevada corporation. CAMC-Logiudice-001125 SC H ED U LE A [List o f September 30, 1963 of liablUcUe to bo essened, abject to change* prior to do*lag in the ordinary coatee of business] m , <, '$46,997.00 balance due Aluminum Conpany of America 26,650.00 outstanding balance due Paul W.Vood * t i*' Realty Co. on promissory note of July 1,1952 Total: ^ $73,647.00 CAMC-Logiudice-001126 CAMC-Logiudice-001127