Free Statement - District Court of Arizona - Arizona

`ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreernent") is dated SEPTEMBER 17, 2002, by and among
MeAFEE MORTGAGE & INVESTMENT COMPANY, a. Texas corporation ("Buyer") and L_
GREGORY BROWN, a resident ofA.rizona l"Seller").
RECITALS
Seller is an individual resident of Arizona and owns lO0% of certain personal property and branch offices
engaged in the residential mortgage brokerage business which are being sold to Buyer herein (the
"Branches"). Seller desires to sell, and Buyer desires to purchase the Branches and related property
(hereinafter the "Assets") of Seller for the consideration and on the terms set forth in this Agreement.
The parties, intending to be legally bound, agree as follows;
1. DEFINITIONS AND USAGE
l.l DEFINITIONS
For purposes of this Agreement, the following terms and variations thereof have the meanings specified
or referred to in this Section l.l:
"Appurtenances"--all privileges, rights, easements, hereditaments and appurtenances belonging to or for
the benefit of the Land, including all easements appurtenant to and for the benefit of any Land (a
"Dominant Parcel") for, and as the primary means of access between, the Dominant Parcel and a public
way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is
presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other
rights-of—way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath
any such streets.
"Assets"—-as defined in Section 2.1.
"Assignment and Assumption Agreement"--as defined in Section 2.7(a)(ii).
"Assumed LiabiIities"--as dehned in Section 2.4(a).
"Balance Sheet"--as defined in Section 3.4.
"Best Efforts"-—the efforts that a prudent Person desirous of having a reasonable chance of achieving a
result would use under the same circumstances to achieve that result as soon as practicably possible,
provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby
required to take actions that would result in a material adverse change in the benefits to such Person of
this Agreement and the Contemplated Transactions or to dispose of or make any change to its business,
expend any material funds or incur any other material burden.
"Bill of Sale"-—as defined in Section 2.7(a)(i).

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McAfee Mortgage & lnvestrnent Company-Buyer /I.. Gregory Brown-Seller
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under Section 2.2(h); and
(k) all other properties and assets of every kind, character and description, tangible or
intangible, owned by Seller and used or held for use in connection with Seller’s business,
whether or not similar to the items specifically set forth above, except for the Retained
Assets listed in Section 2.2. rr
All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as
the "Assets."
Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the
assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability Pursuant
to Section 2.4(a).
2.2 EXCLUDED ASSETS
Notwithstanding anything to the contrary contained in Section 2.l or elsewhere in this Agreement, the
following assets of Seller (collectively, the "Excluded Assets") are not part of the sale and purchase
contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the
Closing;
(a) all cash, cash equivalents and short-term investments;
(b) all minute books, stock Records and entity seals;
(c) the stock or other interest in Home Mortgage, Inc., if any;
(d) all insurance policies and rights thereunder (except to the extent specified in Section
2.l(h) and (i));
(e) all ofthe Seller Contracts listed in Schedule 2.2(e);
(f) all personnel Records and other Records that Seller is required by law to retain in its
possession listed in Schedule 2.2(t);
(g) all claims for refund of Taxes and other governmental charges of whatever nature;
(h) all rights in connection with and assets of the Employee Plans;
(i) all rights of Seller under this Agreement, the Bill of Sale, and the Assignment and
Assumption Agreement; and I
(i) the property and assets expressly designated in Schedule 2.2(i).
2.3 CONSIDERATION
The consideration for the Assets (the “Purchase Price") will be (a) NINE HUNDRED FIFTY
THOUSAND DOLLARS ($950,000.00), and (b) the assumption of the Assumed Liabilities. In
accordance with Section 2.7(b), at the Closing, the Purchase Price shall be delivered by Buyer to Seller as
follows: (a) NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000.00) by wire transfer other
immediately available funds; and (b) the balance of the Purchase Price by the execution and delivery of
the Assignment and Assumption Agreement.
2.4 UABILITIES
(a) Assumed Liabilities. On the Closing Date, but effective as of the Effective Time, Buyer
shall assume and agree to discharge only the following Liabilities of Seller (the
Asset Purchase Agreement Page l l of5l
McAfee Mortgage & Investment Company—Buyer JL Gregory Brown—Seller
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