ASSIGNMENT OF AGREEMENT FOR SALE OF BUSINESS ASSETS
THIS ASSIGNMENT is entered into by and among Alpine Aviation, Inc., a
Utah Corporation, herein called "Transferor", Madison Escrow, Inc., a Montana
Corporation, herein called "Transferee", and Keystone Aviation LLC, d/b/a
Million Air, herein called "Consenting Party".
R E C I T A L S:
WHEREAS, Transferor and Consenting Party heretofore entered into that
certain Agreement for Sale of Business Assets, a copy of which, together with
all addenda, exhibits and amendments thereto, is attached as Exhibit "B",
wherein Transferor agreed to transfer certain real property described as the
leasehold interest held by Alpine in certain real property, leasehold
improvements, and buildings situated thereon at Provo Airport and certain
personal property described on Exhibit "A" (the "Alpine FBO Property"), to
Consenting Party; and
WHEREAS, Transferor entered into an Agreement of Exchange of Real
Property and Partial Escrow Instructions with Transferee, pursuant to which
Transferee agreed to acquire and transfer to Transferor certain real property
designated by Transferor; and
WHEREAS, Transferor desires to assign the Agreement for Sale of Business
Assets to Transferee in order that Transferee may acquire Transferor's
beneficial interest in the Alpine FBO Property and transfer or direct transfer
to transfer the Alpine FBO Property to Consenting Party as part of an
integrated, interdependent transaction between Transferor and Transferee which
qualifies for tax deferral under the provisions of Section 1031 of the
Internal Revenue Code.
NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Transferor hereby assigns and transfers to Transferee its right,
title and interest in the Agreement for Sale of Business Assets (except as
otherwise provided herein). Consenting party hereby consents to the
assignment of the Agreement for Sale of Business Assets by Transferor to
Transferee upon the terms and conditions contained in this Agreement.
2. Transferee will convey or direct transferor to convey the Alpine
FBO Property to Consenting Party pursuant to the terms and conditions of the
Agreement for Sale of Business Assets. Transferee has not made or assumed,
nor shall transferee make, assume or be liable for any covenant, duty or
obligation of Transferor which may remain in effect after the closing date (as
defined in the Agreement for Sale of Business Assets) and Consenting Party
hereby releases and discharges Transferee from and against any claim,
liability or expense arising from or in connection with any such covenant,
duty or obligation of Transferor. Consenting Party's sole recourse shall be
against Transferor with respect to any claim or allegation of Consenting Party
arising from or in connection with this transaction, and Transferor shall not
be relieved of responsibility for any covenant, duty or obligation agreed to
by Transferor prior to this Agreement by, or as a result of, Transferee's
intermediate acquisition of the Alpine FBO Property.
3. Transferee's obligation to close escrow and assume the obligations
of Transferor under the Agreement for Sale of Business Assets in conditioned
upon the review and approval by Transferee of the Seller's escrow instructions
and any other documents related to the transaction prior to close of escrow
for the transfer of the Alpine FBO Property to Consenting Party.
4. Notwithstanding the foregoing, in the event the transfer of the
Alpine FBO Property to Consenting Party from Transferee does not close on or
before the date set for close of escrow in the Agreement for Sale of Business
Assets, unless such date is extended by written agreement of the parties
hereto, this Assignment Agreement shall be null and void and the Agreement for
Sale of Business Assets shall be reinstated in full force and effect between
Transferor and Consenting Party without any further obligation or liability on
the part of Transferee.
5. The acknowledgments and agreements of the parties set forth herein
shall survive close of escrow and recordation of any deed or other instrument
in connection herewith.
6. Consenting Party acknowledges Transferee has not made any
warranties or representations of any kind with regard to the Alpine FBO
Property and Consenting Party is not relying on any representations or
information provided by Transferee. Any warranties or representations made in
the Agreement for Sale of Business Assets or otherwise shall be deemed to be
made directly by Transferor to Consenting Party and all rights or remedies
arising from a breach thereof shall be enforced directly against Transferor.
7. This document may be executed in counterparts and shall be of the
same force and effect as if one document had been signed by all parties. The
parties agree that this Agreement may be signed and transmitted via facsimile
and that signed documents transmitted via facsimile shall be binding upon the
parties.
IN WITNESS WHEREOF, the parties hereto have set their hands.
QUALIFIED INTERMEDIARY:
Madison Escrow, Inc.
A Montana Corporation
By: /s/ Lucie L. Sonderer Date: 9/21/00
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Transferor(s):
Alpine Aviation, Inc.
A Utah corporation
By:/s/Eugene Mallette Date: 9/21/00
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President
Consenting Party(s):
Keystone Aviation LLC,
d/b/a Million Air
By:/s/ William Haberstock Date: 9/21/00
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<PAGE>
EXHIBIT "A"
ALPINE ASSETS
See Exhibit A to Exhibit 10 to this Report.
<PAGE>
EXHIBIT "B"
AGREEMENT FOR SALE OF BUSINESS ASSETS
See Exhibit 10 to this Report.
